Business merger procedures according to the Law on Enterprise 2020

Business merger according to the Law on Enterprise 2020, not only creates opportunities to optimize resources but also helps improve competitiveness in the market. This procedure allows businesses to combine resources, technology and human resources, thereby increasing operational efficiency and expanding scale. This article will specifically inform customers about business merger procedures according to current regulations.

Documents need to be prepared to carry out business merger

According to the provisions of Point a, Clause 2, Article 201, Law on Enterprise 2020, documents that need to be prepared to carry out business merger include:

• Business merger contract
• Resolutions and decisions on the approval of the merger contract of the merging and merged enterprises
• Copy of the Minutes of the meeting of the Board of Members for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders for joint stock companies on approving the merger contract of the receiving enterprise merge and be merged
• Copy of Business Registration Certificate or other equivalent documents of the merging and merged companies
• Notice on supplementing and updating business registration information
• In case the merging company has changes before receiving the merger that fall under the circumstances that require registration of changes or notification of changes, there are additional corresponding documents.

Business merger procedures

Pursuant to Article 201 of the Law on Enterprise 2020, procedures for business merger are carried out as follows:

Step 1: Prepare a Merger Contract and draft the Charter of the merging company

The merger contract has the following 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, deadlines 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.

Step 2: Approve the Merger Contract and Charter of the merging company

Members, company owners or shareholders of related companies through the merger contract, Charter of the merged company.

The merger contract must be sent to all creditors and notified to employees within 15 days from the date of approval.

Step 3: Register to change the business registration content for the merged company

Submit the application at the Business Registration Office of the Department of Planning and Investment where the business is headquartered.

After receiving the business registration dossier, the Business Registration Office issues a Receipt, checks the validity of the dossier and issues the Business Registration Certificate and Confirmation of change in registration content enterprise to the company receiving the merger.

Step 4: Terminate the operations of the merged company

• After the merged company is granted business registration, the merged company changes to the merged legal status.
• The Business Registration Office where the merged company is headquartered sends information to the Tax Authority. The tax authority is responsible for sending information to the Business Registration Office about the enterprise’s completion of settlement and transfer of tax obligations.
• Within 01 working day from the date of receiving information from the Tax Authority about the merged company completing settlement and transferring tax obligations.
• The Business Registration Office where the merged company’s headquarters is located updates the legal status of these companies in the National Business Registration Database to the state of ceasing to exist.

Consulting and support services for business mergers in Long Phan

Long Phan provides consulting services including:

• Consulting on conditions for business mergers
• Consulting on preparing complete business merger documents
• Instructions on the order and procedures for merging businesses
• Revie, drafting, amending and supplementing the merger contract and charter of the merged company
• Consulting, planning or representing to participate in negotiating and signing business merger contracts
• Support registration procedures to change business registration content
• Consulting on tax and debt obligations for businesses upon merger
• Consulting on how to handle problems that arise during the business merger process
• Consulting on tasks and procedures that need to be carried out after merging businesses.

Using business merger consulting services not only brings many benefits to related parties but also contributes to helping businesses quickly go into operation. With many years of experience and reputation in the field of business consulting, Long Phan provides in-depth business merger consulting services, supporting customers in completing all necessary procedures. Please contact Long Phan via the hotline: 0906735386 for detailed advice.