MERGER OF ENTERPRISE CONDITIONS
(Decree No. 78/2015/ND-CP dated on September 14th, 2015 by Government on Business Registation;
Circular No. 20/2015/TT-BKHDT dated on December 1th , 2015 guiding the implementation of decree No. 78/2015/ND-CP on Business Registration)
* Merger of enterprises conditions:
– One or more companies of the same type (called the merged companies) may be merged into another company (called the merging company). By mergering, all legal assets, rights, obligations and interests of the merged companies are transferred to the merging company simultaneously with the termination of the existence of the merged company.
– If the merging company shall have the market share of between 30% and 50% in the relevant market, the representative-at-law of the company shall report to the competition management agency before the merger, unless otherwise provided by the law on competition.
– Mergers resulting in merging companies having a market share of more than 50% in relevant market shall be prohibited, unless otherwise provided by the law on competition.
* Procedures for merging enterprises:
– Related companies prepare a merger contract and a draft of the charter of the merging company. A merger contract shall include the following principal contents: name and head office of the merging company; names and head offices of the merged companies; procedures and conditions for the merger; plan on labor use; duration, procedures and conditions for the conversion of assets, capital contribution, shares and bonds of the merged companies into those of the merging company; and duration of such merger;
– Members, company owners, or shareholders of related companies shall adopt the merger contract, the charter of the merging company, and proceed with business registration of the merging company as provided for by this Law. In this case, the business registration dossier shall be accompanied by the merger contract. The merger contract must be sent to all creditors and notified to employees within fifteen days from the date of its adoption;
– After the completion of business registration of new companies, the merged companies shall cease to exist; the merging company shall enjoy legal rights and interests, and be liable for the outstanding debts, labor contracts, and/or other property liabilities of such merged companies.
* Merger of enterprises dossiers include:
– The information of the merging company: name of company, office, business lines, representative – at – law, legal capital, member’s proportion of the capital contribution
– Original Business registration certificates of the merged companies and the merging companies.
– Confirmed Identity cards or passports of all members of the merging company.
– Other necessary information.
Any question please contact NVCS for detail case-by-case legal advices.
