Tiếng Việt
中文Enterprises with 100% state-owned charter capital may merge with each other by transferring all assets, rights, obligations and legitimate interests to the surviving company, while terminating the existence of the merged company. Under Article 30 of the Law on Management and Investment of State Capital in Enterprises 2025 (Law 68/2025/QH15, effective from 01/8/2025), consolidation, merger, division and split of enterprises are carried out under enterprise law, securities law, other relevant laws and Government regulations.
1. How may enterprises with 100% state-owned charter capital merge?
Under the regulations on consolidation, merger, division and split of enterprises with 100% state-owned charter capital, one or more enterprises with 100% state-owned charter capital (the merged companies) may merge into another enterprise with 100% state-owned charter capital (the surviving company) by transferring all assets, rights, obligations and legitimate interests to the surviving company, while terminating the existence of the merged companies (Clause 2, Article 13 of Decree 23/2022/ND-CP, applicable to the extent not replaced).
Related services
M&A, Equity Transfer and Project Transfer
If you are preparing an equity transfer, M&A transaction, project transfer or restructuring, ANT Legal can help review legal risks and transaction structure.
Other forms of enterprise reorganization include: consolidation (two or more companies consolidating into a new company, while terminating the consolidated companies); division (one company dividing assets, rights and obligations to establish two or more new companies); and split of enterprises.
2. Who is competent to decide on a merger?
Under Article 15 of Decree 23/2022/ND-CP:
– Where the merging enterprises were established by the same individual or agency (or assigned for management): the agency or individual that decided to establish the enterprise issues the merger decision;
– Where the merging enterprises were established by different individuals or agencies: the individual or agency that decided to establish the surviving company issues the merger decision based on a written agreement of the agency or individual that decided to establish the merged company;
– Where the surviving or merged company is an enterprise established by decision of the Prime Minister: the Prime Minister issues the merger decision.
3. What contents are included in the merger proposal dossier?
Under Clause 1, Article 16 of Decree 23/2022/ND-CP, the dossier proposing merger of enterprises with 100% state-owned charter capital includes: the written merger proposal; the merger plan (clearly stating the reasons and purposes of the merger; the plan for handling assets, finance and labor; the implementation roadmap); financial statements; the agreement between the relevant parties; and other documents as prescribed. The dossier is sent to the agency or individual competent to decide on the merger for consideration and approval.
Notes on applying current legal provisions
Law 68/2025/QH15 (effective 01/8/2025) replaces Law 69/2014/QH13; the competence, forms, order, procedures and financial handling of consolidation, merger, division and split of enterprises are detailed by the Government. Enterprises should check the latest guiding decree before implementing. Where it is necessary to determine the merger procedure for a specific case, you should contact an ANT Legal lawyer at 0966.475.966.
Common risks to note
A merger lacking a decision from the competent authority or without fully handling the financial obligations, debts and labor of the merged company may invalidate the merger plan and create liability for the surviving company.
How can ANT Legal help?
ANT Legal supports advising on merger and consolidation plans for state-owned enterprises, preparing dossiers and coordinating with competent authorities.
For quick advice, you may contact a lawyer at 0966.475.966.
