PROCEDURES FOR REGISTER FOR CHANGING OWNERS OF ONE MEMBER LIMITED LIABILITY COMPANY

A single-member limited liability company is an enterprise owned by an organization or an individual (hereinafter referred to as the company’s owner); The company owner is responsible for the company’s debts and other property obligations within the company’s charter capital.

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According to the provisions of law, the owner of a one-member limited liability company may transfer a part or the whole of charter capital to other organizations or individuals or in some cases such as: competent agencies on reorganization and renewal of State enterprises; inherited or donated; The company owner transfers or donates a part of the charter capital to other organizations or individuals or the company mobilizes additional contributed capital from other individuals or organizations. We wish to consult with the Hung Phuc Lawyer Office for the following specific cases:
* In case the company owner transfers the entire charter capital to an individual or an organization
– Notice of change of ownership of one-member limited liability companies (Appendix II-14, Circular No. 20/2015 / TT-BKHDT);
– A valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015 / ND-CP of the assignee in case the assignee is an individual or a valid copy of the paper business registration certificate or other equivalent document in case the assignee is an organization;
– List of authorized representatives (Appendix I-10, Circular No. 20/2015 / TT-BKHDT) and a valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78 / 2015 / ND-CP of the authorized representative and the owner’s authorization letter for the authorized person;
– Valid copy of the revised charter of the company;
– Capital transfer contract or documents proving completion of capital transfer;
– Document of Department of Planning and Investment approving the foreign investor’s capital contribution, share purchase and capital contribution in the case prescribed in Clause 1 Article 26 of the Law on Investment.
* In case of change of the owner of a one-member limited liability company under a decision of a competent agency on reorganization or renewal of a State enterprise:
– A valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015 / ND-CP of the new owner in case the new owner is an individual or a valid copy of the paper business registration certificate or other equivalent document in case the new owner is an organization;
– List of authorized representatives (Appendix I-10, Circular No. 20/2015 / TT-BKHDT) and a valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78 / 2015 / ND-CP of the authorized representative and the owner’s authorization letter for the authorized person;
– Valid copy of the revised charter of the company;
– Decision of the competent authority on the change of company owner;
– Document of Department of Planning and Investment approving the foreign investor’s capital contribution, share purchase and capital contribution in the case prescribed in Clause 1 Article 26 of the Law on Investment.
* In case a one-member limited liability company changes its owner due to inheritance, the company registers to change its owner:
– Notice of changing the owner of one member limited liability company (Appendix II-4, Circular No. 20/2015 / TT-BKHDT);
– Valid copy of the revised charter of the company;
– A valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015 / ND-CP of the new owner;
– Valid copy of the document certifying the lawful inheritance rights of the heirs.
* In case more than one individual or organization inherits the capital of the owner of a one-member limited liability company, the company registers to convert to the form of a two-member limited liability company. Members and above:
– Application form for registration of limited liability companies with two or more members (Appendix I-3, Circular No. 20/2015 / TT-BKHDT);
– The amended and supplemented charter of the conversion company;
– List of members of limited liability company with two or more members (Appendix I-6, Circular No. 20/2015 / TT-BKHDT);
– A valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015 / ND-CP of the members in case the member is an individual; Valid copies of the enterprise registration certificate or other equivalent papers, for members being organizations;
– Valid copy of the document certifying the lawful inheritance rights of inherited organizations and individuals.
* In case of registering to change the owner of a one-member limited liability company due to donation of the entire contributed capital amount:
– Notice of changing the owner of one member limited liability company (Appendix II-4, Circular No. 20/2015 / TT-BKHDT);
– A valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015 / ND-CP of the assignee in case the assignee is an individual or a valid copy of the paper business registration certificate or other equivalent document in case the assignee is an organization;
– A list of authorized representatives, a valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015 / ND-CP of the authorized representative and written authorization of the owner to the authorized person.

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