Change the business registration content for the merged company

Article overview

Changing the business registration content for the merged company is a strategic step to help optimize the governance structure, while taking full advantage of the potential from combined resources. This process not only helps the merged company improve its competitive position, but also ensures the legalization of changes in business operations. Thanks to this, businesses can operate stably and attract investors and customers more effectively.

Change the business registration content for the merged company
Change the business registration content for the merged company

Documents for changing business registration content for the merged company

In case of merging one or several companies into another company, the registration dossier to change the business registration content of the merging company must have documents corresponding to the changed content and the following documents: This:

  • Notice of change in business registration content signed by the legal representative of the enterprise;
  • List of capital contributing members, list of shareholders or list of new partnership members (depending on each specific case);
  • Copies of personal legal documents for the new member list;
  • Merger contract as prescribed in Article 201 of the Law on Enterprise 2020;
  • Resolution and decision on approving the merger contract and copy of the meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders for joint stock company on the approval of the merger contract of the receiving company;
  • Resolution and decision on approving the merger contract and copy of the meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders for joint stock company on approving the merger contract of the merged company, except in cases where the merging company is a member or shareholder owning more than 65% of the charter capital in the case of a limited liability company. A partnership or joint stock company has voting rights over the joint stock company of the merged company.

This content is prescribed in Clause 2, Article 61 of Decree 01/2021/ND-CP on business registration.

The competent authority reviews the application

The Business Registration Office under the Department of Planning and Investment of the province or city where the enterprise is headquartered is the competent agency to receive and return results of changes in business registration content.

The agency receives documents and returns results
The agency receives documents and returns results

Procedures for changing business registration content

 In case of direct application

Step 1: The person submitting the business registration application according to the provisions of Decree No. 01/2021/ND-CP submits the application at the Business Registration Office where the enterprise is headquartered.

Step 2: After receiving the business registration application, the Business Registration Office gives a Receipt of receipt of the application to the applicant.

Step 3: The Business Registration Office issues the Business Registration Certificate within 03 working days from the date of receipt of valid documents.

In case the dossier is not valid or the business name requested to be registered does not comply with regulations, the Business Registration Office will notify in writing the content that needs to be amended or supplemented to the business founder or enterprise within the law within 03 working days from the date of receipt of the application.

Within 60 days from the date of notification of amendments and supplements to documents, the enterprise must amend and supplement documents as required and submit them to the Business Registration Office. Processing time is 03 working days from the date of receipt of the enterprise’s amended dossier.

In case of refusal to change the business registration content, the Business Registration Office will notify the business founder in writing and clearly state the reason.

In case of online application submission

Step 1: The applicant declares information, downloads electronic documents, signs and authenticates the business registration application via the electronic information network and pays business registration fees and charges according to the process on the portal. National news on business registration (https://dangkykinhdoanh.gov.vn).

Step 2: After completing the submission of the business registration application, the applicant will receive a receipt of the business registration application via the electronic information network (registration email).

Step 3: Within 3 working days, the Business Registration Office reviews the application and returns the results to the business:

  • In case the application meets the conditions for business registration, the Business Registration Office shall issue business registration and notify the enterprise of the business registration.
  • In case the dossier does not meet the conditions for business registration, the Business Registration Office sends a notice via electronic information network to the enterprise to request amendments and supplements to the dossier.

Within 3 working days from the date of receiving the enterprise’s amended dossier, the Business Registration Office returns the results to the enterprise.

In case of refusal to change the business registration content, the Business Registration Office will notify the business founder in writing and clearly state the reason.

Note when businesses authorize others to carry out procedures to change business registration content

In business activities, changing the content of business registration is a common and important administrative procedure. However, the legal representative of the business cannot always directly carry out these procedures. In that case, the business can authorize someone else to do it on its behalf. To ensure that the authorization process is carried out properly and effectively, businesses need to pay attention to the following issues:

  1. About power of attorney:
  • A valid power of attorney must be drawn up in writing
  • Authorization content must be specific and clear about the scope of authorized work
  • Must be signed by the legal representative of the enterprise
  1. About the authorized person:
  • Must be a person with full civil capacity
  • Not subject to a ban on establishing and managing a business
  • Need to bring ID card/CCCD when performing procedures
  • It is necessary to clearly understand the information and records of the business
  1. Scope of authorization:
  • Only perform work within the scope of authorization
  • Do not re-authorize it to another person
  • Must comply with legal regulations when performing work
  • Must report implementation results to the authorizer
  1. Legal responsibilities:
  • The authorizer remains responsible for the changed content
  • The authorized person is responsible for the honesty during the implementation process
  • Any violation by an authorized person can affect the business
  1. Authorization term:
  • It is necessary to clearly state the authorization term in the power of attorney
  • When does a power of attorney expire?
Notes when changing business registration content
Notes when changing business registration content

Service to change business registration content at Long Phan

Long Phan provides professional consulting services on changing business registration content. A team of experienced experts is ready to support customers. All legal issues are handled according to current regulations. Our services include:

  • Consulting on procedures and documents that need to be prepared for each case of changing specific business registration content;
  • Prepare and draft documents to change business registration content;
  • Receive authorization from the business to carry out business registration procedures and change business registration content;
  • Monitor the process of processing documents, create solutions when risks arise;
  • Representatives explain to competent authorities when requested;
  • Prepare and draft additional documents in case of request for changes or additions from competent authorities;
  • Receive results and deliver to customers.

Long Phan is committed to providing optimal solutions for customers. For detailed advice on business registration procedures and changes to business registration content, please contact the hotline 0906735386 for support today.