WHAT ARE THE DOCUMENTS REQUIRED FOR SPLITTING A MULTI-MEMBER LIMITED LIABILITY COMPANY?

Legal situation: My company, a multi-member limited liability company, is going to carry out a procedure on splitting. I would like to ask what documents are needed to establish a new company after the split? I look forward to your prompt response. Thank you very much.

FDVN’s Opinion:

First of all, FDVN would like to thank you for trusting us and sending us your question. Here is our response:

Regarding the procedure for splitting a business:

According to Article 199 of the 2020 Law on Enterprises, a limited liability company may be divided by transferring part of the assets, rights, obligations, members, or shareholders of the existing company (hereinafter referred to as the "divided company") to establish one or more new limited liability companies, without terminating the existence of the divided company.

The required documents include (Article 25 of Decree 01/2021/ND-CP)

- The resolution or decision on the division must contain the following key details: The name and address of the head office of the divided company; The name(s) of the newly established company(ies) following the division; The plan for employee utilization; The method for dividing the company; The value of assets, rights, and obligations to be transferred from the divided company to the newly established company(ies); The timeline for implementing the division.

- This resolution or decision shall be sent to all creditors and employees within 15 days from its issuance date or ratification date

- The copy of the minutes of the meeting on full division of the company of the Board of Members of a multi-member limited liability company

- Application for Enterprise Registration

- Company Charter

- List of members for a limited liability company with two or more members

Copies of the following documents: Legal documents of the company’s owner that is an individual; Legal documents of individuals for company members, legal documents of organizations for members, founding shareholders, and shareholders who are foreign investors if they are organizations; legal documents of individuals acting as authorized representatives for members, founding shareholders, and shareholders who are foreign investors if they are organizations, along with a document appointing the authorized representative. If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized; Investment registration certificate if the enterprise is founded by a foreign investor or foreign-invested business entity in accordance with the Law on Investment and its guiding documents.

In the case where your company is a limited liability company with two or more members, the documents required to establish a new company following the division are as follows:

1. Resolution on the Company Division.

2. Minutes of the Members' Council Meeting.

3. Application for Enterprise Registration

4. Company Charter

5. List of members for a limited liability company with two or more members

6. Copies of Legal Documents: ID card/Citizen ID/Passport of the company’s legal representative; ID card/Citizen ID/Passport of each member if they are individuals.

7. If authorized representatives are submitting the establishment application on behalf of others: Authorization letter/Power of Attorney and a copy of the authorized person’s ID card/Citizen ID/Passport.

Note: The resolution on the company division must be sent to both creditors and employees within 15 days from the date of the resolution or decision.

Therefore, your company may also prepare: Notifications to creditors and notifications to employees as proof that the company has informed them about the division in accordance with legal regulations.

The above is FDVN's response to your inquiry. If you have any further questions or need assistance with the procedures for dividing and establishing a business, please feel free to send your inquiries to our email address.

According Nguyễn Thị Huyền Trang - FDVN Law Firm

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