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Total devision Xem nội dung tiếng Việt
A joint-stock company may divide its shareholders, and assets of the company (hereinafter referred to as “divided company”) to establish two new companies or more in one or both of the following cases:
- Part of the shares of shareholders and an amount of assets proportional to the value of shares are transferred to the new companies according to their holding in the divided company and corresponding to the value of assets transferred to the new companies;
- All of shares of one or some shareholders and an amount of assets proportional to the value of shares are transferred to the new companies;
The Resolution of the General Meeting of Shareholders on the total division of the company shall be ratified at the meeting of the General Meeting of Shareholders if it is voted for by a number of shareholders that represents at least 65% of votes of attending shareholders.
For more details, please refer to "Decisions / Resolutions of the General Meeting of Shareholders".
The Decision of the General Meeting of Shareholders on total division of the company shall consist of:
- Name, address of the divided company’s headquarters;
- Name of the new companies;
- Rules, method, and procedures for asset division;
- Employment plan;
- Method, time limit, and procedures for transferring the divided company’s stakes, shares, bonds to the new companies
- Rules for fulfillment of the divided company’s obligations;
- Time limit for division.
Click here to see the Form of resolution on total division for reference.
The Resolution on total division shall be sent to all creditors and notified to all employees by the Board of Directors within 15 days from the ratification date.
Notice: The new companies are jointly responsible for the unpaid debts, employment contracts, and other liabilities of the divided company, or reach agreements with the creditors, customers, and employees to decide on one of the companies to settle such obligations.
Members, the owner, or shareholders of each of the new companies shall ratify its charter, elect or designate Chairpersons of the Board of members, the company's President, the Board of Directors, Director/General Director, and apply for business registration.
The number of members, shareholders, their holding of stakes/shares, quantity of shareholders and charter capital of the new companies are corresponding to the method of dividing, transferring stakes/shares of the divided company to the new companies in the cases mentioned above.
Example: Company X has 05 shareholders; each of them has 20% of shares. Company X’s charter capital is 10 billion. During its operation, Company X decides to totally divide itself into 02 smaller companies whose charter capital is 5 billion dong per company and maintain the same share holding, which means each shareholder still has 20% of shares from both companies.
Each new company shall submit the application for business registration corresponding to its type of business entity and the following additional documents:
2. Valid copies of the minutes of the General Meeting of Shareholders on the total division;
3. Valid copies of the Business registration certificate of the divided company;
4. The letter of authorization if the person who submits the application is not the legal representative. This document does not need to be notarized or certified.
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The divided company shall cease to exist after the new companies are issued with their Certificates of Business registration.
Receiving authority: the Business Registration Office - Department of Planning and Investment in the province where the enterprise is headquartered.
If the new company’s headquarter is outside the province in which the divided company’s headquarter is situated, the business registration authority of the province in which the new company’s headquarter is situated shall notify the business registration of the new company to the business registration authority of the province in which the divided company’s headquarter is situated in order to update the legal status of the divided company on National Business Registration Portal.
Processing time: Within 03 working days, after receiving the valid application.
Notice: the new companies may not in the same type of business entity with the divided company.
Example: When joint-stock company X is divided into Company A and Company B, Company A and Company B need not to be joint-stock companies. Company A may be a joint-stock company and Company B may be a limited liability company.