Business Mergers
Detailed guide on the process, procedures, and legal documents required for business separation as stipulated in the 2020 Enterprise Law.
Division, separation, merger
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According to Articles 195-197 of the 2020 Enterprise Law, a business merger is the consolidation of one or more companies into a single company, in which all assets, rights, and obligations of the companies participating in the merger are transferred to the acquiring company.
Drafting a merger agreement
The Board of Members, the General Meeting of Shareholders, or the company owner passes a resolution or decision regarding the merger of the company in accordance with regulations.
Treatment time: 7-10 days
Announcement of the merger
The company will notify its creditors, employees, and contractual partners in writing about the merger, ensuring that the rights and obligations of all parties are fully fulfilled.
Implementation period: 15 days from the date the resolution on division is passed.
Registering changes to a business
Prepare and submit the registration documents for the merger to the business registration authority where the acquiring company is headquartered, including the approved merger agreement and merger plan.
Processing time: 3-5 business days
Transfer of assets and obligations
All assets, capital, rights and obligations, including contracts, licenses and intellectual property rights, are transferred from the merged company to the acquiring company according to the approved plan.
Implementation time: 30-60 days (depending on the size of the business)
The merger process is complete.
The acquiring company continues to operate as a single legal entity and assumes all the rights and obligations of the companies involved in the merger.
Note: Before merging, companies must fulfill their obligations regarding taxes, social insurance, health insurance, and periodic reports to avoid legal violations.
Business separation documents
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Resolution or decision of the company owner, the Board of Members (BOM), or the General Meeting of Shareholders (GM) regarding the division of the company.
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The division plan was approved, specifying the newly established companies, the method of asset distribution, and their rights and obligations.
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List of creditors and the company's debt resolution plan.
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Labor utilization plan.
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Articles of incorporation for newly established companies.
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Business registration documents for new companies as stipulated by the Enterprise Law.
Division of assets and liabilities
During the period of temporary suspension of operations, the business has the following responsibilities towards its employees:
Property division
- Divided according to market value.
- Transfer of property ownership to the relevant parties.
Division of responsibilities
- Fulfill your tax obligations and loan repayments.
- Transfer of intellectual property rights and licenses related to business operations.
Note: Failure to submit periodic reports may result in administrative penalties.
