PROCEDURES FOR CONSOLIDATING COMPANY

1. Legal grounds

-  Law on enterprises 2014 (“Law on enterprises”);

- Decree No.78/2015/ND-CP (“Decree 78”)

2.  Dosier for registration of the consolidated company

- Depend on types of business, you need to prepare documents specified in article 22 (multi-member limited liability company, joint-stock company, and partnership) and article 23 (single-member limited liability company) of Decree 78, besides, the enterprise must prepare the following documents:

(i) The consolidation contract;

(ii) The resolution and meeting minute that ratify the consolidation contract;

(iii) A legitimate copy of the Certificate of Enterprise Registration or an equivalent document of the consolidating companies

3. Procedures for the registration of consolidating company

Procedures for consolidation specified in clause 2, article 194 of Law on enterprises:

Step1: The consolidatted companies prepare the consolidation contract. The consolidation contract must contain the following information:

(i) The consolidatted companies’ name, headquarter addresses;

(ii) The consolidating company’s name and headquarter address;

(iii) Procedures and conditions for consolidation;

(iv) Plan for using employment;

(v) Time limit and procedures for transferring asset, stake, share, bond of the consolidating companies to the consolidated company;

(vi) Time limit for consolidation;

(vii) Draft charter of the consolidated company.

Step 2: Members, the owner, or shareholders of the consolidating companies shall approve the consolidation contract, the consolidated company’s charter, elect or designate Chairman of the Board of members, the company's President, the Board of Directors, Director/General Director of the consolidated company, and apply for business registration. The consolidation contract shall be sent to all creditors and notified to all employees within 15 days from the ratification date.

Place of submission: The dossier of registration of the consolidated company shall be submitted to the business registration office of the locality where the consolidated company is headquartered.