Business Merger Procedure (M&A)

The final step after both parties have agreed and successfully signed the M&A contract is to carry out the merger and acquisition procedures at the Department of Planning and Investment and other relevant state agencies, such as the tax authorities, social insurance, etc. To carry out the merger procedure at the Department of Planning and Investment and the police, the involved parties must follow the steps outlined below:

Step 1: The Merged Companies Complete Tax Deregistration After the merger contract is signed, the companies being merged must submit a request to confirm the completion of their tax obligations and apply for tax deregistration at the tax authority, social insurance agency (if any), and customs authority (if applicable).
To carry out this step, TGS VietNam require that the merging companies provide a commitment in writing confirming that all tax obligations have been fulfilled and that there are no outstanding tax debts.

Documents required:

1.1. Legal Advisory and Drafting Documents:

• Meeting minutes and decision of the owners/Board of Members/General Shareholders' Meeting of the merging company regarding the merger, approval of the merger contract, and the articles of incorporation of the receiving company; election or appointment of the Chairman of the Board of Members, Chairman of the Company, the Board of Directors, CEO, or General Director of the receiving company (if applicable);

• Official letter requesting tax obligation completion confirmation and tax deregistration;

• M&A contract (with company seal).

1.2. Documents for Clients to Prepare:

• Valid copy of the Business Registration Certificate of the company;

• Valid copy of the Tax Registration Certificate of the company (if any);

• Financial, accounting documents, invoices of the company;

• Confirmation letter of canceled invoices and processed stamp invoices (if any);

• Other relevant legal documents required by the tax authorities.

Step 2: Register the Merged Company at the Department of Planning and Investment

Required documents include:

2.1. Legal Advisory and Drafting Documents:

• Meeting minutes and decision of the owners/Board of Members/General Shareholders' Meeting of the merging company regarding the merger, approval of the merger contract, and the articles of incorporation of the receiving company; election or appointment of the Chairman of the Board of Members, Chairman of the Company, the Board of Directors, CEO, or General Director of the receiving company (if applicable);

• Meeting minutes and decision of the owners/Board of Members/General Shareholders' Meeting of the receiving company regarding the acceptance of the merger, approval of the merger contract, and the articles of incorporation of the receiving company; election or appointment of the Chairman of the Board of Members, Chairman of the Company, the Board of Directors, CEO, or General Director of the receiving company (if applicable);

• Merger contract. The merger contract must include essential content such as: the name, address of the receiving company's headquarters; the name, address of the merging company's headquarters; merger procedures and conditions; labor usage plan; asset conversion procedures, capital share and bond conversion from the merged company to the receiving company; merger timeline;

• Articles of incorporation of the receiving company;

• Application for business registration (as per the template).

2.2. Documents Clients Need to Provide:

• Valid copy and original Business Registration Certificate of the merging companies;

• Original Stamp Registration Certificate and corporate seal certificate of the merging companies;

• Valid copy of ID/Passport for individuals and valid copy of Business Registration Certificate/Investment Certificate/Establishment Decision for the founding members/shareholders/owners of the receiving company;

• Legal capital confirmation (if applicable) or professional certifications for the Director/CEO of companies requiring specific industry certifications;

• Tax completion confirmation from the tax authority;

• Three consecutive published notices of the termination of the merged company;

• Other relevant legal documents.

Step 3: Procedures at the Police Department

Once the receiving company is granted the Business Registration Certificate, the client needs to proceed with the procedure for engraving the legal seal and registering the seal model at the police.
Additionally, the merging companies must carry out the procedure to cancel their seal and cancel the seal registration at the police.

Some Key Notes:

• The merger contract must be sent to all creditors and employees must be notified within 15 days of the contract approval;

• If the market share of the receiving company post-merger is between 30% - 50% in the relevant market, the legal representative of the receiving company must notify the competition authority before proceeding with the merger, unless otherwise specified by competition law;

• Mergers where the receiving company holds more than 50% of the market share in the relevant market are prohibited, unless otherwise specified by competition law.

For detailed consultation and specific M&A services at the relevant state authorities, please contact TGS VietNam directly for the best support regarding the service.

Legal Basis:

Article 195: Merger of Companies

1. One or several companies (the merged companies) may merge into another company (the receiving company) by transferring all assets, rights, obligations, and legal benefits to the receiving company while terminating the existence of the merged companies.

2. The procedure for company mergers is as follows: a) The involved companies prepare the merger contract and draft the articles of incorporation of the receiving company. The merger contract must contain key information such as the name and address of the receiving company’s headquarters, the name and address of the merged company’s headquarters, merger procedures and conditions, labor usage plans, asset conversion procedures, and conversion of shares, bonds, and capital from the merged company to the receiving company, and the merger timeline; b) Company members, owners, or shareholders approve the merger contract, articles of incorporation of the receiving company, and proceed with business registration of the receiving company according to this law. The merger contract must be sent to all creditors and employees within 15 days from approval; c) After business registration, the merged company ceases to exist, and the receiving company inherits the legal rights and obligations, including any outstanding debts, labor contracts, and other obligations of the merged company.

3. If the market share of the receiving company post-merger is between 30% - 50% in the relevant market, the legal representative must notify the competition authority before proceeding with the merger, unless otherwise specified by competition law. Mergers where the receiving company holds more than 50% of the market share are prohibited, unless otherwise specified by competition law.

4. The business registration documents of the receiving company must include: a) The merger contract; b) Resolution and meeting minutes approving the merger contract by the receiving company; c) Resolution and meeting minutes approving the merger contract by the merged company, unless the receiving company holds over 65% of the capital or voting shares of the merged company.

5. The business registration agency updates the legal status of the merged company in the national business registration database and makes changes to the registration of the receiving company.

For further assistance in registering your company, TGS Vietnam is ready to support you with zero registration cost and guide you through the entrepreneurial journey.

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