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blue-check Notes in relation to registration of change of members of a company under a decision on merger outside Vietnam

Official letter No. 291/DKKD-NV dated December 2nd, 2021 of the Ministry of Planning and Investment regarding registration of change of members of a multi-member limited liability company
Posted: 25/5/2022 2:18:49 PM | Latest updated: 1/6/2022 8:53:27 AM (GMT+7) | LuatVietnam: 5459 | Vietlaw: 563
VietlawOnline

With regard to the case of registration of change of members of a limited liability company according to a decision on merger of the company outside Vietnam, the Ministry of Planning and Investment informs that it is still based on the regulations on dossier, procedures at clause 7 Article 52 of Decree No. 01/2021/ND-CP to settle.

However, it is required to note that in the course of carrying out procedures, enterprise may have to report to the Business Registration Office the information according to point c clause 1 Article 216 of the Law on Enterprise, including information about application of foreign law to the transfer, inheritance of rights and obligations of members of the limited liability company from the merged company into the merging company.

In addition, the enterprise also has to commit that the aforesaid transaction has been performed lawfully, according to regulations of foreign laws; the related parties shall be responsible for the truthfulness of the provided information and do not complain about the registration of change of members of a company in Vietnam according to Vietnam laws.

With regard to foreign papers and documents used in the course of carrying out procedures for change of members of company, the certification, consular legalization shall be carried out according to the regulations at the Government's Decree No. 111/2021/ND-CP.

Ms Phuong Thao (VietlawOnline.com)
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Published Vietlaw's Newsletter No. 563

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