Regulations on ceasing existence of divided company, consolidating companies and acquired companies in Vietnam

Regulations on ceasing existence of divided company, consolidating companies and acquired companies in Vietnam (Internet image) 

Regarding this issue, LawNet would like to answer as follows:

1. Regulations on ceasing existence of divided company, consolidating companies and acquired companies in Vietnam

Regulations on ceasing existence of divided company, consolidating companies and acquired companies in Vietnam according to Article 73 of Decree 01/2021/ND-CP are as follows:

- After the transferee companies (from a full division), consolidated company or acquiring company are/is issued with enterprise registration certificate, the legal status of the divided company, consolidating companies or acquired companies shall be changed into “fully divided, consolidated or merged”.

The Business Registration Offices of provinces where the divided company, consolidating companies or acquired companies are headquartered shall send relevant information to tax authorities. The tax authority shall send information shall send information about the enterprise’s statement and transfer of tax liabilities to the Business Registration Office.

- Within 01 working day from the day on which the tax authority notifies that the divided company, consolidating company or acquired company has completed the statement and transfer of tax liabilities, the Business Registration Office of province where the divided company, consolidating company or acquired company is headquartered shall change the legal status of this company on the National Enterprise Registration Database into “cease to exist” according to the process on the National Enterprise Registration Information System.

- The Business Registration Office shall cease the existence of branches/representative offices/business locations of the divided company, consolidating company or acquired company before ceasing the existence of these companies on the National Enterprise Registration Database according to the process on the National Enterprise Registration Information System.

- In case of merger, if the enterprise registration information of the acquiring company is unchanged, within 10 working days from the completion of the merger, the acquiring company shall give a written notification to the Business Registration Office of province where it is headquartered for ceasing the existence of the acquired company.

The notification must be accompanied by the documents mentioned in Points a and b Clause 2 Article 61 hereof.

- In case the divided company, consolidating company or acquired company is headquartered outside the province where the transferee company, consolidated company or acquiring company is headquartered, the Business Registration Office of the province where the latter is headquartered shall send information to the Business Registration Office of the province where the former is headquartered to cease their existence on the National Enterprise Registration Database according to the process on the National Enterprise Registration Information System.

2. Regulations on shutdown of branches, representative offices and business locations in Vietnam

Regulations on shutdown of branches, representative offices and business locations in Vietnam according to Article 72 of Decree 01/2021/ND-CP are as follows:

- Before notifying the shutdown of a branch/representative office/business location, the enterprise or its branch/representative shall fulfill tax liabilities with the relevant tax authority in accordance with regulations of the Law on taxation.

- Within 10 working days from the date of issue of the decision to shut down a branch/representative office/business location, the enterprise shall send a notification of the shutdown to the Business Registration Office of province where the branch/representative office/business location is situated.

In case of shutdown of a branch/representative office, the notification must be enclosed with the resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the Board of Directors of the joint-stock company, or the resolution or decision of the owner of the single-member limited liability company on shutdown of branch/representative office.

- After receiving the application for shutdown of a branch/representative office/business location, the Business Registration Office shall send information about the shut down branch/representative office/business location to the tax authority.

Within 02 working days from the receipt of information from the Business Registration Office, the tax authority shall give its opinions about the fulfillment of tax liabilities by the branch/representative office/business location to the Business Registration Office.

Within 05 working days from the receipt of the application for shutdown of the branch/representative office/business location, the Business Registration Office shall perform shutdown of the branch/representative office/business location on the National Enterprise Registration Database if it receives no objections from the tax authority and issue a notification of shutdown of the branch/representative office/business location.

- The shutdown of an enterprise’s overseas branch/representative office shall comply with the law of the host country.

Within 30 working days from the official date of shutdown of an overseas branch/representative office, the enterprise must send a written notification thereof to the Business Registration Office of province where the enterprise is headquartered.

The Business Registration Office shall update information about the enterprise on the National Enterprise Registration Database within 03 working days from the receipt of the notification.

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