Separation of a business means a company may separate by transferring a part of its assets to establish one or several new companies, and the separated company does not end its existence. However, not everyone understands how the separation of businesses is done. Therefore, Hung Phuc Law Office would like to advise on this issue as follows:
1.Outstanding object
Under Clause 1, Article 193 of the 2014 Enterprise Law, a limited liability company or a shareholding company may separate by transferring a part of its existing assets, rights and obligations (hereinafter referred to as: is a separated company) to establish one or several limited liability companies and new joint-stock companies (hereinafter referred to as separated companies) without terminating the existence of the separated company.
2. What can be done when separating the company?
– A part of capital contribution and shares of members and shareholders together with assets corresponding to the value of capital contribution and shares are transferred to new companies according to the percentage of ownership in the separated and corresponding companies. asset value transferred to the new company;
– All contributed capital, shares of one or several members, shareholders provide assets corresponding to the value of shares, their capital contribution is transferred to the new company;
– Combining both cases above.
3. Change when separating the company
– The separated company must change its charter capital;
– The number of members corresponding to the capital contribution, shares and the number of members decreased simultaneously with the business registration of new companies.
4. Regarding the enterprise registration dossier, for companies established on the basis of separation
– Application form for enterprise registration;
– Company rules;
– List of members of a limited liability company with two or more members, a partnership, a list of founding shareholders and foreign investors, for joint stock companies. List of authorized representatives of foreign shareholders being organizations;
– A valid copy of one of the personal identification papers such as a valid citizen identity card or Vietnamese identity card or passport. Foreign passport or valuable papers that replace the foreign passport are still valid.
– Resolution on separation of company in accordance with Article 193 of the 2014 Law on Enterprises;
– A valid copy of the minutes of the Members’ Council meeting, for limited liability companies with two or more members, of the General Meeting of Shareholders, for the joint-stock company on the separation of the company;
– A valid copy of the enterprise registration certificate or other equivalent papers of the separated company.
5. Procedures for separating limited liability companies and joint-stock companies
– The Board of members, the company’s owner or the General Meeting of Shareholders of the company is separated according to the resolution on separation of the company in accordance with this Law and the company’s charter. The resolution on separation of a company must contain the following main particulars: the name and address of the head office of the separated company; The separated company name will be established; employment plan; how to separate a company; asset value, rights and obligations transferred from the separated company to the separated company; deadline for separating the company. The resolution on separation of company must be sent to all creditors and notified to employees within 15 days from the date of adoption of the resolution;
– The members, the company’s owner or the shareholders of the company are separated through the Charter, elected or appointed the Chairman of the Members’ Council, the company’s President, the Board of Directors, Director or General Director. govern and conduct business registration in accordance with this Law. In this case, the application for enterprise registration must be accompanied by the resolution on separation of the company as prescribed above.
* Note: After the business registration, the separated company and the separated company must jointly be jointly responsible for unpaid debts, labor contracts and other property obligations of the separated company. , unless otherwise separated by the company, a newly established company, creditors, customers and employees of the separated company.
Legal grounds
– Enterprise Law 2014 takes effect on July 1, 2015;
– Decree No. 78/2015 / ND-CP on Business Registration; effective November 1, 2015;
– Circular No. 20/2015 / TT-BKHDT Guiding enterprise registration; effective January 15, 2016
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