The company transfer procedure is considered as one of the complicated legal procedures for many people. However, Hong Bang Law Firm, with more than 10 years of experience in the field of transferring consulting, has carried out hundreds of successful transfers for investors. We are confident that we are able to support our clients to carry out this procedure in the most effective way with extremely reasonable and optimal time and cost, with the aim to achieve the highest benefits. 

Therefore, Hong Bang Law Firm would like to share with you some essential information about the procedures of transferring a Limited liability company with two or more members.

Legal grounds

• Law on Enterprises 2020;
• Decree No. 01/2021/ND-CP on enterprise registration.

Composition of the dossier

Enterprises shall submit 01 set of documents to carry out the procedures for transferring a limited liability company with two or more members, including:

• Notice of change of business registration information signed by the legal representative of the enterprise;
• List of members of limited liability companies with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
• The transfer contract or documents proving the completion of the transfer;
• A copy of an individual’s legal papers in case the new member is an individual or a copy of an organization’s legal papers, a copy of the individual’s legal papers in the case of an authorized representative and a copy of the legal document of the individual. A copy of the appointment of an authorized representative in case the new member is an organization.

For members being foreign organizations, copies of legal papers of the organization must be consular legalized;

• Document of the Investment Registration Authority approving the capital contribution, share purchase, purchase of capital contributions from foreign investors or foreign-invested economic organizations, in case the procedures must be carried out. register for capital contribution, purchase of shares or purchase of contributed capital in accordance with the Law on Investment.

Procedures

Step 1: Signing dossier of transfer of contributed capital and payment of transfer value

For individuals receiving capital transfers, payment can be made via two forms: bank transfer or cash payment.

For organizations that are enterprises receiving capital transfers, they may not use cash for payment when making transactions to buy, sell or transfer capital contributions to other enterprises, as prescribed in Article 2 of Circular No. 09/2015/TT-BTC enterprises pay in the following forms:

• Payment in Check;
• Payment by payment authorization – remittance;
• Other appropriate forms of non-cash payment in accordance with current regulations.

Step 2: Submit a business registration change application

Within 10 days from the date of change of business registration, the company is obliged to notify the change of business registration with the business registration office;

Step 3: Receive business registration results to complete the procedures for transferring the company 

Competent authorities and time

Competent authorities: Business Registration Office – Department of Planning and Investment at which enterprises are located.

Time to receive results: 3 working days from the date of the valid dossier.

Services provided by Hong Bang Law Firm

The team of lawyers and consultants of Hong Bang Law are equipped with highly specialized knowledge of policies, legal regulations and the investment environment in Vietnam.

Hong Bang Law will accompany clients in the whole process of implementing transferring company with consulting services such as:

• Consulting on legal regulations on transfer of enterprises;

• Consulting transfer conditions, plans and transfer methods suitable to the actual needs of enterprises;

• Consulting, assessing the legal status, legal documents of the transferor and the transferee of the company;

• Consulting and evaluating legal issues that may arise in the process of transferring enterprises;

• Consulting on tax issues in transfer transactions;

• Consulting on forms of payment, arranging capital, connecting to support capital from credit institutions, banks in transfer transactions;

• Consulting and guiding enterprises to complete dossiers in accordance with the law and comply with the reporting and information disclosure regime related to the implementation of business purchase and sale;

• Consulting, negotiating on transactions related to company transfer, business transfer, drafting documents, transfer contract, transfer of contributed capital, transfer share transfer;

• Providing internal legal advice to enterprises, building legal documents on the organization and operation of the enterprise;

• Representing the enterprise to carry out procedures for company transfer at a competent state agency.

If you need more detailed advice and answers as well as how to access this service, please contact directly the Deputy Director of Sales: Lawyer Nhat Nam via hotline: 0912.35.65.75, 0912.35.53.53 or call the free legal consultation hotline 1900.6575 or send a service request via email: lienheluathongbang@gmail.com

Wishing you and your family good health, peace and success!

Best regards!