The procedure for merging a Joint Stock Company with a Limited Liability Company with 2 or more members

1. What is company merger?

Pursuant to Clause 1, Article 201 of the Law on Enterprises 2020, regulates company merger as follows:

“Article 201. Company merger

1. One or several companies (hereinafter referred to as merged companies) may merge into one company another company (hereinafter referred to as the merging company) by transferring all assets, rights, obligations and legal interests to the merging company, and at the same time terminating the existence of the merged company.

[…]”

Accordingly, company merger is the fact that one or several companies (hereinafter referred to as the merged company) can merge into another company (hereinafter referred to as the merged company). company receiving the merger) by transferring all assets, rights, obligations and legal interests to the company receiving the merger, and at the same time terminating the existence of the merged company.

2. What are the procedures for merging companies?

Procedures for merging companies are prescribed in Clauses 2, 3, 4, Article 201 of the Law on Enterprises 2020, specifically as follows:

– Related companies prepare the merger contract and draft Charter of the merged company. The merger contract must include the following main contents: name and head office address of the merging company; name and head office address of the merged company; merger procedures and conditions; labor use plan; Methods, procedures, time limits and conditions for converting assets, converting capital contributions, shares, and bonds of the merged company into capital contributions, shares, and bonds of the receiving company; Time limit for merger implementation;

– Members, company owners or shareholders of related companies approve the merger contract, Charter of the merging company and conduct business registration of the merging company in accordance with the provisions of this Law. The merger contract must be sent to all creditors and notified to employees within 15 days from the date of approval;

– After the merged company registers its business, the merged company ceases to exist; The merged company enjoys the legal rights and benefits and is responsible for the obligations, unpaid debts, labor contracts and other property obligations of the merged company. The merging companies naturally inherit all legal rights, obligations, and interests of the merged companies under the merger contract.

Companies carrying out the merger must ensure compliance with the provisions of the Competition Law on company mergers.

The business registration authority updates the legal status of the merged company on the National Database on business registration and Make changes to the business registration content for the merged company. In case the merged company has its headquarters address outside the province or centrally run city where the merged company’s headquarters is located, the Business Registration Authority where the merged company’s headquarters is located shall notify the business registration to the Business Registration Authority where the merged company’s headquarters is located to update the legal status of the merged company on the National Business Registration Database.

3. What is the procedure for merging a Joint Stock Company with a Limited Liability Company with 2 or more members?

Step 1: Prepare documents including:

– Merger contract;

– Resolution approving the merger contract of the receiving company;

– Minutes of meeting approving the merger contract merger of the merging companies;

– Business registration certificate of the merging company and merged companies;

– Authorization document for the person on behalf of the enterprise to carry out the procedure if not the legal representative of the enterprise. This document is not required to be notarized or authenticated;

– Resolution approving the merger contract of the merged companies;

– Meeting minutes approving the merger contract of the merged companies.

Step 2: Submit documents at the business registration office and receive a receipt

Time Resolution deadline: Within 03 (three) working days from the date of receiving valid documents.

Step 3: Return results.

The business registration authority updates the legal status of the merged company on the National Business Registration Database and makes changes to the business registration content for the merged company and issues a confirmation of the change in business registration content to the enterprise.