What are regulations on separation of enterprises in Vietnam before 01/7/2015?

What are regulations on separation of enterprises in Vietnam before 01/7/2015? - image from internet

Before 01/7/2015, the regulations on separation of enterprises in Vietnam are stipulated in Article 151 of the Law on Enterprises in 2005:

- A limited liability company or a joint-stock company may be separated by transferring a portion of the assets of the existing company (hereinafter called the separated company) for forming one or several new companies of the same type (hereinafter called the separating company(ies)); and transferring a proportion of rights and obligations of the separated company to the separating company(ies) without terminating the existence of the separated company.

- Separation of a limited liability or a joint-stock company shall be conducted according to the following procedures:

+ The Members' Council, the company owner or the Shareholders' Meeting of the to-be-separated company adopts a decision on the separation of the company in accordance with the provisions of this Law and the company's charter. Such a decision shall contain the following principal contents: name, address of the head office of the separated company; name the company formed as a result of such separation; the plan on labor use; asset value, rights and obligations to be transferred from the separated company to the separating companies; and duration of such separation. Within fifteen days as from the date of its adoption, the company separation decision shall be sent to all creditors and notified to employees.

+ Members, the owner or shareholders of the separating company adopt the charter thereof, elect or appoint the chairman of the Members' Council, the president of the company, the Management Board, the director or general director, and proceed with business registration as provided by this Law. In this case, the business registration dossier shall be accompanied by the company separation decision as provided for at Point a Clause 2 Article 151 of the Law on Enterprises in 2005.

- After the completion of business registration, the separated and separating companies shall jointly be liable for outstanding debts, labor contracts, and/or other property liabilities of the separated company, unless otherwise agreed upon by the separated company, separating companies, creditors, customers and employees of the separated company.

Above are regulations on separation of enterprises in Vietnam. Please refer to the Law on Enterprises in 2005 for more details.

Best regards!