Registration of changing owner of one-member limited liability company

a) Implementation order:                                                                                                                               

+ If the owner of the company transfers all charter capital to an individual or an organization, assignee must register to change the owner in the business registration office where the enterprise has registered within 10 days from the date of changing. Registration documents include:

·        Notice on changing contents of the enterprise registration is signed by an owner or a legal representative of the old owner and a new owner or a legal representative of the new owner; and other documents mentioned in Documents.

+ In case of changing owner of one-member limited liability company in according to decision of competent authority of arrangement and renewal of state enterprises, the company submit the registration documents to the Business registration office where the enterprise has registered. Registration documents include:

·        Notice on changing contents of the enterprise registration is signed by an owner or a legal representative of the old owner and a new owner or a legal representative of the new owner; and other documents mentioned in Documents.

+ In case of changing owner of one-member limited liability company is due to inheritance, the company registers to change the owner. Registration documents include:

·        Notice on changing contents of the enterprise registration is signed by a new owner or a legal representative of the new owner; and other documents mentioned in Documents.

+ If there is more than one person or more than one organization inherited capital of the owner of one-member limited liability company, the company will register to convert to limited liability company with more than two members.

·        Registration documents include the documents mentioned in Documents.

+ In case of changing owner of one-member limited liability company is because giving the entire contribution capital, the company submit the registration documents to the Business registration office where the enterprise has registered.

·        Registration documents include the documents mentioned in Documents.

+ If an owner assigns or gives a portion of charter capital to other organizations or individuals or the company mobilizes capital from other individuals or organizations.

·        The company registers to convert to limited liability company with more than two members

·        Registration documents include the documents mentioned in Documents.

·        After receiving the documents, the enterprise registration certificate is re-issued by the business registration office for companies to be converted. 

b) Documents:

+ If the owner of the company transfers all charter capital to an individual or an organization

·        Notice on change of owner of one-member limited liability company (Annex II-14, Circular No. 20/2015/TT-BKHDT);

·        Valid copies of one of personal identification documents stipulated in Article 10, Decree No. 78/2015/ND-CP of assignee if the assignee is an individual or a valid copy of the enterprise registration certificate  or other equivalent document if the assignee is an organization;

·        List of authorized representatives (Annex I-10, Circular No. 20/2015/TT-BKH) and a valid copy of one of the personal identification documents stipulated in Article 10 of Decree No. 78 / 2015/ND-CP on the authorized representative and written authorization of the owner;

·        A valid copy of Charter on amendment and supplement of the company;

·        Capital transfer contract or documents evidencing completion of the capital transfer;

·        Document of approving the capital contribution, share purchase and capital contribution of foreign investors of Department of Planning and Investment for the case in according to Clause 1, Article 26 of Investment Law.

+ In case of changing owner of one-member limited liability company in according to decision of competent authority of arrangement and renewal of state enterprises:

·        Notice on change of owner of one-member limited liability company (Annex II-14, Circular No. 20/2015/TT-BKHDT);

·        số 20/2015/TT-BKHĐT);

·        Valid copies of one of personal identification documents stipulated in Article 10, Decree No. 78/2015/ND-CP of new assignee if the new assignee is an individual or a valid copy of the enterprise registration certificate or other equivalent document if the new assignee is an organization;

·        List of authorized representatives (Annex I-10, Circular No. 20/2015/TT-BKHDT) and a valid copy of one of the personal identification documents stipulated in Article 10 of Decree No. 78 / 2015/ND-CP on the authorized representative and written authorization of the owner;

·        A valid copy of Charter of amendment and supplement of the company;

·        Decision of the competent authority on the change of the company owner;

·        Document of approving the capital contribution, share purchase and capital contribution of foreign investors of Department of Planning and Investment for the case in according to Clause 1, Article 26 of Investment Law.

+ In case of changing owner of one-member limited liability company is due to inheritance, the company registers to change the owner:

·        Notice on change of owner of one-member limited liability company (Annex II-14, Circular No. 20/2015/TT-BKHDT);

·        A valid copy of the charter on the amendment and supplement of the company;

·        Valid copies of one of personal identification documents stipulated in Article 10, Decree No. 78/2015/ND-CP of new assignee;

·        A valid copy of documents certifying heir's lawful inheritance.

+ If there is more than one person or more than one organization inherited capital of the owner of one-member limited liability company, the company will register to convert to limited liability company with more than two members:

·        Request for enterprise registration of limited liability company with more than two members (Annex I-3, Circular No. 20/2015/TT-BKHDT);

·        Charter on the amendment and supplement of the company implementing conversion;

·        List of members of limited liability company with more than two members (Annex I-6, Circular No. 20/2015/TT-BKHDT);

·        Valid copies of one of personal identification documents stipulated in Article 10, Decree No. 78/2015/ND-CP of the members if the members are individuals or valid copies of the enterprise registration certificate  or other equivalent documents if the members are organizations;

·        A valid copy of documents certifying heir's lawful inheritance (individual or organization)

·        Transfer contract or documents evidencing completion of the transfer or donation contract if the company owner transfers or giving a portion of the charter capital to other individuals or organizations;

·        Decision of the company owner about raising additional capital if the company raises additional capital contribution from other individuals or organizations.

+ In case of changing owner of one-member limited liability company is because giving the entire contribution capital:

·        Notice on change of owner of one-member limited liability company (Annex II-14, Circular No. 20/2015/TT-BKHDT);

·        Valid copies of one of personal identification documents stipulated in Article 10, Decree No. 78/2015/ND-CP of assignee if the assignee is an individual or a valid copy of the enterprise registration certificate or other equivalent document if the assignee is an organization; List of authorized representative, a valid copy of one personal identification documents stipulated in Article 10 of Decree No. 78/2015/ND-CP of the authorized representatives and documents of authorization of the owner to the authorized representative;

·        A valid copy of the charter on the amendment and supplement of the company;

·        Contract of giving capital contribution;

·        Documents of the Department of Planning and Investment about approving the capital contribution, share purchase and capital contribution of foreign investors for the cases provided in Clause 1, Article 26 of the Investment Law.

+ If an owner assigns or gives a portion of charter capital to other organizations or individuals or the company mobilizes capital from other individuals or organizations.

·        Request for enterprise registration of limited liability company with more than two members (Annex I-3, Circular No. 20/2015/TT-BKHDT);

·        Charter on the amendment and supplement of the company implementing conversion;

·        List of members of limited liability company with more than two members (Annex I-6, Circular No. 20/2015/TT-BKHDT);

·        Valid copies of one of personal identification documents stipulated in Article 10, Decree No. 78/2015/ND-CP of the members if the members are individuals or valid copies of the enterprise registration certificate  or other equivalent documents if the members are organizations;

·        Transfer contract or documents evidencing completion of the transfer or donation contract if the company owner transfers or giving a portion of the charter capital to other individuals or organizations;

·        Decision of the company owner about raising additional capital if the company raises additional capital contribution from other individuals or organizations.

c) Implementation method:

·        The company directly submits registration document of changing contents of Enterprise registration certificate at the business registration office where the enterprise has registered the head office or the legal representative submits business registration document via Internet under procedures on the National Information Portal of enterprise registration .

·        When receiving notice on change of content of enterprise registration, the Business registration office shall give receipt, check the validity of the documents and issue business registration certificate.

d) Number of documents: 01 set.

đ) Time limit for settlement:

·        Within three (03) working days after receiving valid documents.

e) Implementing agency: The Business Registration Office – The Department of Planning and Investment.

g) Subjects of administrative procedures: Individuals and organizations.

h) Results of administrative procedures: Business registration certificate/ Notice on amendment and supplement the enterprise registration documents.

i) Fees: 200,000 VND/time (Circular No. 176/2012/TT-BTC) (Payment at time of filling).

k) Name of form, declaration:

·        Notice on change of owner of one-member limited liability company (Annex II-14, Circular No. 20/2015/TT-BKHDT);

·        Request for enterprise registration of limited liability company with more than two members (Annex I-3, Circular No. 20/2015/TT-BKHDT);

·        List of members of limited liability company with more than two members (Annex I-6, Circular No. 20/2015/TT-BKHDT);

·        List of authorised representatives (Annex I-10, Circular No. 20/2015/TT-BKHDT).

l) Requirements and conditions for procedure implementation: defined in Article 28, 29, 31 of the Law on Enterprises and Article 46 of Decree No. 78/2015/ND-CP.

m) Legal basis of administrative procedures:

·        The Enterprise Law of the Assembly of the Socialist Republic of Vietnam No. 68/2014/QH13 dated 26/11/2014 (The Enterprise Law);

·        Decree No. 78/2015/ND-CP dated 14/9/2015 of the Government on enterprise registration (Decree No. 78/2015/ND-CP);

·        Circular No. 20/2015/TT-BKHDT dated 01/12/2015 of the Ministry of Planning and Investment guiding the enterprise registration (Circular No. 20/2015/TT-BKHDT);

·        Circular No. 176/2012/TT-BTC dated 23/10/2012 of the Ministry of Finance providing for the collection level, collection regime, payment, management and use of fees of enterprise registration, business household registration and enterprise information supply fee (Circular No. 176/2012/TT-BTC).