A joint stock company wants to merge with a 2-member limited liability company?

What are the conditions for a Joint Stock Company to merge with a Limited Liability Company with 2 or more members?

According to the provisions of Clauses 1 and 3, Article 201 of the Law on Enterprises 2020, as follows: following:

“Article 201. Merger of companies

1. One or several companies (hereinafter referred to as the merged company) may merge into 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.

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

Similarly, Clause 2, Article 29 of the Competition Law 2018 also stipulates:

“Article 29. Forms of business concentration economic

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2. Business merger is the act of one or several businesses transferring all of their assets, rights, obligations and legal interests to another business, and at the same time terminating the business operations or existence of the merged business.”

According to the law, merging a Joint Stock Company into a Limited Liability Company with 2 or more members is a form of economic concentration, that is, the Joint Stock Company transfers all of its assets, rights, obligations and legal interests to a Limited Liability Company with 2 or more members, and at the same time terminates the business operations or existence of the merged Joint Stock Company. Note, the two companies carrying out the merger must ensure compliance with the provisions of the Competition Law on company mergers.

What does the dossier for merging a Joint Stock Company with a Limited Liability Company with 2 or more members include?

According to the provisions of Clause 2, Article 201 of the Law on Enterprises 2020 as follows:

“Article 201. Public merger ty

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2. Procedures for merging companies are prescribed as follows:

a) Related companies prepare the merger contract and draft Charter of the merging 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;

b) 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;

c) After the merging 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.”

A limited liability company with 2 or more members that is the merging company will register and notify changes to the business registration content corresponding to the information changed due to the merger and must include copies of the following documents:

– Merger contract;

– Resolution approving the merger contract of the receiving company;

– Minutes of meetings approving merger contracts of merged companies;

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

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

Except in cases where the merging company is a shareholder owning more than 65% of the voting shares of the merged company, otherwise the following documents must be submitted:

– Resolution approving the merger contract of the merged companies;

– Minutes of meetings approving merger contracts of merged companies.

What is the order and procedures for merging a Joint Stock Company with a Limited Liability Company with 2 or more members?

Step 1: Prepare documents.

Step 2: Submit application.

Place of application: Business Registration Office – Department of Planning and Investment where the merged company is headquartered. In your case, it is the Business Registration Office – Department of Planning and Investment where the LLC with 2 or more members is headquartered.

Processing time: Within 03 (three) working days from the date of receipt of valid documents.

Step 3: Return results.