Can a private enterprise be sold?

Pursuant to Article 192 of the Law on Enterprises 2020 Regulations on selling private enterprises are as follows:

Selling a private enterprise
1. Owners of private enterprises have the right to sell their private enterprises to other individuals and organizations.
2. After selling a private enterprise, the private enterprise owner is still responsible for the debts and other property obligations of the private enterprise arising during the period before the date of enterprise transfer, unless otherwise agreed by the private enterprise owner, buyer and creditors of the private enterprise.
3. Owners of private enterprises and buyers of private enterprises must comply with the provisions of labor law.
4. The buyer of a private enterprise must register to change the owner of a private enterprise according to the provisions of this Law.
Thus, the owner of a private enterprise has the right to sell his private enterprise to another individual or organization. After the sale, the private business owner is still responsible for debts and property obligations arising before the sale unless the two parties agree otherwise.

For buyers of private enterprises, they are responsible for carrying out procedures for registering a change in owner of a private enterprise.

Records for changing private business owners when buying and selling private businesses in 2024?

Pursuant to Clause 1 Article 51 of Decree 01/2021/ND-CP Regulations on documents for changing the owner of a private enterprise when buying and selling a private enterprise are as follows:

Registering to change the owner of a private business in case of sale, gift to the business, or death of the business owner
1. In case the owner of a private enterprise sells or donates to the enterprise or the owner of the private enterprise dies, the buyer, the recipient, or the heir must submit an application to change the owner of the private enterprise to the Business Registration Office where the enterprise is headquartered. The dossier includes the following documents:
a) Notice of change in business registration content with signatures of the seller, donor, buyer, and recipient of a private enterprise in case of sale or donation to a private enterprise; signature of the heir in case the owner of a private enterprise dies;
b) Copy of personal legal documents for the buyer, recipient of the private enterprise, heir;
c) Sales contract or documents proving completion of the sale in case of sale of a private enterprise; Donation contract in case of donation to a private enterprise; copy of document confirming the legal inheritance rights of the heir in case of inheritance.

Thus, the dossier to change the owner of a private enterprise after carrying out a transaction of buying and selling a private enterprise will include the following documents:

– Notice of change in business registration content signed by the seller and buyer of the private enterprise according to Form II- in Appendix 2 issued with Circular 01/2021/TT-BKHDT.

– Copies of personal legal documents for private business buyers;

– Sales contract or documents proving completion of the sale.

How is the investment capital of private business owners regulated?

Base Article 189 of the Law on Enterprises 2020 Regulations on investment capital of private enterprise owners are as follows:

Investment capital of private business owners
1. The investment capital of a private business owner is registered by the business owner himself. Private enterprise owners are obliged to accurately register the total investment capital, clearly stating the capital amount in Vietnam Dong, freely convertible foreign currencies, gold and other assets; For capital in other assets, the type of asset, quantity and remaining value of each type of asset must also be clearly stated.
2. All capital and assets, including loans and leased assets, used in the enterprise’s business activities must be fully recorded in the enterprise’s accounting books and financial reports according to the provisions of law.
3. During operation, the owner of a private enterprise has the right to increase or decrease his or her investment capital in the enterprise’s business activities. The increase or decrease in investment capital of a private enterprise owner must be fully recorded in accounting books. In case the investment capital is reduced to less than the registered investment capital, the private enterprise owner can only reduce the capital after registering with the Business Registration Authority.

Thus, the investment capital of a private business owner will be registered by the business owner himself and must accurately register the total investment capital. The registration content must clearly state the amount of investment capital contributed by which type of asset, quantity and value of assets.

During the operation process, all capital and assets including loans and leased assets used in business activities must be fully recorded in accounting books and financial reports.

In addition, private business owners have the right to increase or decrease their investment capital in the business activities of the enterprise. The increase or decrease in investment capital must be fully recorded in accounting books. If the investment capital is reduced to less than the registered investment capital, the private enterprise owner must register with the Business Registration Authority before reducing capital.