Corporate Restructuring Advisory

Division, demerger, merger, consolidation, conversion of enterprise type — restructuring is a tool for businesses to adapt: spinning off a business line to raise capital, merging to expand, converting the enterprise type to fit a new scale. But each form of restructuring entails registration procedures, tax obligations, and labor issues that must be handled in an integrated manner.

Forms of Restructuring under the Law on Enterprises 2020

  • Division of a company (Article 198): one company is divided into two or more new companies of the same type;
  • Demerger of a company (Article 199): part of the assets, rights, and obligations is separated to establish a new company, while the demerged company continues to exist;
  • Consolidation (Article 200): two or more companies combine into one new company, and the former companies cease to exist;
  • Merger (Article 201): one or more companies merge into another company, and the merged companies cease to exist;
  • Conversion of enterprise type (Articles 202–204): for example, from a limited liability company to a joint-stock company when broader capital mobilization is desired.

Issues That Must Be Handled in an Integrated Manner

  1. Registration procedures: resolutions of the General Meeting of Shareholders / Members’ Council, merger/consolidation contracts, charter of the new company, registration of changes with the business registration authority;
  2. Creditors: notification to creditors and assurance of payment obligations — creditors have the right to request security in certain cases;
  3. Tax: tax finalization, invoice handling, declaration of income tax on capital transfers (if any);
  4. Labor: workforce deployment plans and protection of employee rights during mergers and divisions;
  5. Licenses and contracts: sub-licenses tied to the former legal entity may need to be re-applied for; key contracts must be checked for “change of control” clauses.

When Should a Business Restructure?

When it wants to spin off a business line to raise capital separately; when merging to increase scale and reduce overlapping costs; when converting the enterprise type to fit a capital mobilization strategy; or when it needs to “clean up” the ownership structure before selling the business (M&A).

How Does ANT Legal Assist?

  • Advising on the choice of restructuring form suited to the objectives;
  • Drafting resolutions, merger/consolidation contracts, and charters;
  • Representing clients in registration procedures and tax finalization;
  • Advising on labor plans and handling creditors during restructuring.

Related Content

Considering a corporate restructuring? Contact ANT Legal via Hotline/Zalo 0966.475.966 for advice on the plan and implementation roadmap.

This content is for general reference only and does not replace legal advice for a specific case. Each restructuring plan must be designed separately according to the company’s circumstances.

Discuss this matter with ANT Legal

If you are preparing an equity transfer, M&A transaction, project transfer or restructuring, ANT Legal can help review legal risks and transaction structure.

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Please prepare contracts, licenses, charter documents, resolutions, evidence, correspondence and key dates if available.

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No. Legal advice depends on the specific file, evidence, applicable rules and any competent authority decision.

Website information is for general reference only and does not replace legal advice for a specific matter.