Guidelines for registration of replacement of owner of a single-member limited liability company in Vietnam

Guidelines for registration of replacement of owner of a single-member limited liability company in Vietnam (Internet image) 

Regarding this issue, LawNet responded as follows:

1. Guidelines for registration of replacement of owner of a single-member limited liability company in Vietnam

According to Article 53 of Decree 01/2021/ND-CP, registration of replacement of owner of a single-member limited liability company in Vietnam is as follows:

- 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,

- 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 contain the same documents as those in Clause 1 of Article 53 of Decree 01/2021/ND-CP, in which the transfer contract or documents proving completion of the transfer are replaced with the decision on replacement of the company’s owner issued by a competent authority.

- 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 certificate of the inheritor’s lawful right to inheritance.

- In case of replacement of owner of a single-member limited liability company due to donation of stakes, the application for changes to enterprise registration information shall contain the documents in Clause 1 of Article 53 of Decree 01/2021/ND-CP, in which the transfer contract or documents proving completion of the transfer shall be replaced with the donation contract.

- 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 for changes to enterprise registration information shall contain the documents in Clause 1 of Article 53 of Decree 01/2021/ND-CP, in which the transfer contract or documents proving completion of the transfer shall be replaced with the resolution or decision on full or partial division and documents in Point a and Point b Clause 3 Article 25 of Decree 01/2021/ND-CP, and the documents in Points a, b, c Clause 2 Article 61 of Decree 01/2021/ND-CP.

The resolution or decision on full or partial division, merger or consolidation must specify the transfer of stakes to the new company.

- 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.

2. Guidelines for registration of change in capital of sole proprietor in Vietnam

Guidelines for registration of change in capital of sole proprietor in Vietnam under Article 55 of Decree 01/2021/ND-CP are as follows:

In case of increase/decrease in registered capital, the sole proprietor shall send a notification of change in capital to the Business Registration Office of province where the sole proprietorship is headquartered.

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.

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