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中文 (中国)Enterprises with 100 charter capital held by the State can be merged is legal content that readers often need to check carefully before implementing it in practice. This article has been systematized by ANT Legal in an easy-to-understand way, helping individuals and businesses understand the main issues, common risks and appropriate solutions.
How can enterprises with 100% charter capital held by the State merge together?
The form of business merger is specified in Clause 2, Article 13 of the Decree 23/2022/ND-CP as follows:
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Consolidation, merger, division, separation of enterprises
1. Consolidation of enterprises with 100% charter capital held by the State:
Two or more enterprises with 100% charter capital held by the State (hereinafter referred to as the consolidated company) may merge together into a new enterprise with 100% charter capital held by the State (hereinafter referred to as the consolidated company), and at the same time terminate the existence of the merged companies. most.
2. Merging an enterprise with 100% charter capital held by the State:
One or several enterprises with 100% charter capital held by the State (hereinafter referred to as the merged company) may merge into another enterprise with 100% charter capital held by the State (hereinafter referred to as the merging company) by transferring all assets, rights, obligations and legal interests to the receiving company. merge, and at the same time terminate the existence of the merged company.
3. Dividing an enterprise with 100% charter capital held by the State:
An enterprise with 100% charter capital held by the State may divide the assets, rights, and obligations of the existing company (hereinafter referred to as the divided company) to establish two or more new enterprises with 100% charter capital held by the State, and at the same time terminate the existence of the divided company. divide.
Thus, according to regulations, one or several enterprises with 100% charter capital held by the State can merge together 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.
Who has the authority to make decisions to merge enterprises with 100% charter capital held by the State?
The authority to make decisions to merge enterprises with 100% charter capital held by the State is specified in Article 15 of Decree 23/2022/ND-CP as follows:
Authority to make decisions on consolidation, merger, division, and separation of enterprises
1. In the case of consolidation, merger, division, or separation of an enterprise decided to be established or assigned to manage by the same individual or agency (hereinafter referred to as the agency or individual deciding on the establishment), the agency or individual that decided to establish the enterprise shall issue a decision to consolidate, merge, divide, or separate the enterprise.
2. In case of merger of enterprises decided to establish by different individuals or agencies, the individual or agency deciding to establish the merged company shall issue the merger decision on the basis of the written agreement of the agency or individual deciding to establish the merged company. In cases where the company receiving the merger or being merged is an enterprise established by the Prime Minister’s decision, the Prime Minister shall issue a merger decision.
3. In case of consolidation of enterprises decided to be established by different individuals or agencies, the agency assigned by the Prime Minister to exercise the rights and obligations of the representative of the owner of the consolidated company shall make the decision to consolidate. In case of consolidation of an enterprise established by the Prime Minister’s decision, the Prime Minister shall issue a decision to consolidate.
Thus, the authority to make decisions to merge enterprises with 100% charter capital held by the State is specifically stipulated as follows:
– In the case of merging an enterprise that the same individual or agency decided to establish or was assigned to manage, the agency or individual that decided to establish the enterprise shall issue a decision to merge the enterprise.
– In case of merger of enterprises decided to establish by individuals or different agencies, the individual or agency deciding to establish the merged company shall issue the merger decision on the basis of the written agreement of the agency or individual deciding to establish the merged company.
– In case the company receiving the merger or being merged is an enterprise established by the Prime Minister’s decision, the Prime Minister shall issue a merger decision.
What is included in a dossier requesting the merger of an enterprise with 100% charter capital held by the State?
Pursuant to Clause 1, Article 16 of Decree 23/2022/ND-CP, the application file for merger of enterprises with 100% charter capital held by the State includes:
(1) Proposal for business merger;
(2) Business merger project;
(3) The enterprise’s audited financial statements of the preceding year and the quarterly financial statements closest to the time of merger;
(3) Draft Charter of the new enterprise formed after the merger;
(4) Draft Merger Contract as prescribed in Article 201 of the Law on Enterprises 2020;
(5) Other documents related to the business merger (if any).
Note on Applying Current Legal Regulations
This article belongs to the Business & M&A group and is presented for reference purposes, helping readers understand the legal issue at an overview level before preparing a dossier or carrying out a transaction.
Legal regulations may vary depending on the timing, locality, type of dossier and specific circumstances. If you need to determine the exact legal basis applicable to your case, you should contact ANT Legal’s lawyers at 0966.475.966 for review and advice before proceeding.
Common Legal Risks to Note
- Applying legal instruments that have been amended, supplemented or replaced.
- Preparing an incomplete set of documents, materials or necessary evidence.
- Misunderstanding the conditions, procedure, timeline or competent authority.
- Signing, submitting a dossier or carrying out a transaction before fully assessing legal risks.
How Can ANT Legal Support You?
ANT Legal can review the specific circumstances, examine the dossier, identify the applicable legal basis, advise on an appropriate handling plan and represent clients in working with individuals, organizations or competent authorities where necessary.
For prompt advice, you may contact a lawyer at 0966.475.966.
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Practical points to review
For the topic “How can enterprises with 100% charter capital held by the State merge together?”, readers should compare the legal rule with the actual documents, parties involved, timeline and evidence before choosing a course of action.
- Identify the legal relationship, signing authority and documents creating rights or obligations.
- Check deadlines, notices, payment records, approvals and evidence that may affect the legal position.
- Assess whether negotiation, document correction, complaint, arbitration, court proceedings or another route is suitable.
Documents to prepare
- Contracts, annexes, decisions, notices, emails, messages, payment records and handover/acceptance minutes where relevant.
- Enterprise, asset, license or identity documents connected to the matter.
- A short timeline of key events and the outcome expected from the review.
When to seek legal advice
If the matter has high value, strict deadlines, multiple parties, unclear evidence or potential dispute risk, consider discussing the file with ANT Legal before signing, responding or filing a claim.
Related service: ANT Legal services. You may also contact ANT Legal through the official website.
This content is for general reference only and does not replace legal advice for a specific file. A service relationship is formed only after scope and fees are agreed.
