Recently, the Government of Vietnam has issued the Decree No. 01/2021/NĐ-CP on enterprise registration, effective from January 04, 2021. According to this Decree, application for change of the company’s owner are as follows:
Article table of contents
1. An owner of a company transfers the entire charter capital to another individual or organization
According to Clause 1 Article 53 of the Decree No. 01/2021/NĐ-CP of the Government of Vietnam, in case an owner of a company transfers the entire charter capital to another individual or organization, the transferee must apply for replacement of the company’s owner to the Business Registration Office of province where it is headquartered. The application includes the following documents:
- A notification of replacement of owner of the single-member limited liability company bearing signatures of the old owner or his/her legal representative and the new owner or his/her legal representative;
- Copies of legal documents of the transferee that is an individual, or copies of legal documents of the transferee that is an organization and copies of legal documents of its authorized representative and letter of appointment of authorized representative. If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized;
- The copy of the amended charter of the company;
- The contract for stake transfer or documents proving completion of the transfer;
- A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment of Vietnam.
2. Replacement of the owner of a single-member limited liability company under a competent authority’s decision
According to Clause 2 Article 53 of the Decree No. 01/2021/NĐ-CP of the Government of Vietnam, in case of replacement of the owner of a single-member limited liability company under a competent authority’s decision on restructuring of state-owned enterprise, the application for changes to enterprise registration information shall be submitted to the Business Registration Office of province where it is headquartered. The application includes the following documents:
- A notification of replacement of owner of the single-member limited liability company bearing signatures of the old owner or his/her legal representative and the new owner or his/her legal representative;
- Copies of legal documents of the transferee that is an individual, or copies of legal documents of the transferee that is an organization and copies of legal documents of its authorized representative and letter of appointment of authorized representative. If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized;
- The copy of the amended charter of the company;
- Decision on replacement of the company’s owner issued by a competent authority.
3. Replacement of owner of a single-member limited liability company due to inheritance
According to Clause 3 Article 53 of the Decree No. 01/2021/NĐ-CP of the Government of Vietnam, in case of replacement of owner of a single-member limited liability company due to inheritance, the inheritor shall send the application for changes to enterprise registration information to the Business Registration Office of province where it is headquartered. The application includes the following documents:
- A notification of replacement of owner of the single-member limited liability company bearing the signature of the new owner or his/her legal representative;
- The copy of the amended charter of the company;
- Copies of legal documents of the inheritor that is an individual, or copies of legal documents of the inheritor that is an organization and copies of legal documents of its authorized representative and letter of appointment of authorized representative. If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized;
- The copy of the certificate of the inheritor’s lawful right to inheritance.
4. Replacement of owner of a single-member limited liability company due to donation of stakes
According to Clause 4 Article 53 of the Decree No. 01/2021/NĐ-CP of the Government of Vietnam, in case of replacement of owner of a single-member limited liability company due to donation of stakes, the application includes the following documents:
- A notification of replacement of owner of the single-member limited liability company bearing signatures of the old owner or his/her legal representative and the new owner or his/her legal representative;
- Copies of legal documents of the transferee that is an individual, or copies of legal documents of the transferee that is an organization and copies of legal documents of its authorized representative and letter of appointment of authorized representative. If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized;
- The copy of the amended charter of the company;
- The donation contract.
5. Replacement of owner of a single-member limited liability company according to a decision on full or partial division, merger or consolidation
According to Clause 5 Article 53 of the Decree No. 01/2021/NĐ-CP of the Government of Vietnam, in case of replacement of owner of a single-member limited liability company according to a decision on full or partial division, merger or consolidation, the application includes the following documents:
- A notification of replacement of owner of the single-member limited liability company bearing signatures of the old owner or his/her legal representative and the new owner or his/her legal representative;
- Copies of legal documents of the transferee that is an individual, or copies of legal documents of the transferee that is an organization and copies of legal documents of its authorized representative and letter of appointment of authorized representative. If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized;
- The copy of the amended charter of the company;
- Resolution or decision on full or partial division and documents in Point a and Point b Clause 3 Article 25 of the Decree No. 01/2021/NĐ-CP (include (1) the consolidation contract as prescribed in Article 200 of the Law on Enterprises of Vietnam and (2) the resolution or decision on ratification of the consolidation contract and the copies of the minutes of meetings on ratification of consolidation contract of the Board of Members of a multi-member limited liability company, the Board of General Partners of a partnership, or the General Meeting of Shareholders of a joint-stock company); and the documents in Points a, b, c Clause 2 Article 61 of the Decree No. 01/2021/NĐ-CP (include (1) the merger contract as prescribed in Article 201 of the Law on Enterprises of Vietnam, (2) the resolution or decision on ratification of the merger contract and the copy of the minutes of meeting on ratification of merger contract of the Board of Members of the acquiring company that is a multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the acquiring company that is a joint-stock company, and (3) the resolution or decision on ratification of the merger contract and the copy of the minutes of meeting on ratification of merger contract of the Board of Members of the acquired company that is a multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the acquired company that is a joint-stock company, unless the acquiring company is a member or shareholder holding more than 65% of the charter capital of the acquired company that is a multi-member limited liability company or partnership, or voting shares of the acquired company that is a joint-stock company). The resolution or decision on full or partial division, merger or consolidation must specify the transfer of stakes to the new company.
Note: After receiving the application, the Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the enterprise registration certificate to the enterprise.
Le Vy
- Key word:
- Decree No. 01/2021/NĐ-CP
