Total division Xem nội dung tiếng Việt
A multi-member limited liability company may divide its members and assets (hereinafter referred to as “divided company”) to establish two new companies or more in one or both of the following cases:
- Part of the stakes of members and an amount of assets proportional to the value of stakes are transferred to the new companies according to their holdings in the divided company and corresponding to the value of assets transferred to the new companies;
- All of stakes of one or some members and an amount of assets proportional to the value of shares are transferred to the new companies;
The Board of members, the owner of the divided company shall ratify the Resolution on total division, which must contain basic information including the divided company’s name, its headquarter address, names of new companies; employment plan; division method; time limit and procedures for transfer of stakes, bonds from the divided company to the new companies; rules for settlement of the divided company’s obligations; time limit for division.
The Resolution on total division shall be sent to all creditors and notified to all employees within 15 days from its ratification date.
Members or the owner 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.
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 Board of Members or owners on the total division;
3. Valid copies of the Business Registration Certificate of the divided company;
4. Letter of authorization if the person who submits the application and receives the result is not the legal representative. This document does not need to be notarized or certified;
The divided company shall cease to exist after the new companies are issued with their Certificates of Business registration. 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.
Receiving authority: the Business Registration Office - Departments of Planning and Investment of the provinces where the company is headquartered.
Processing time: Within 03 working days, after receiving the valid application.