Dragon Law firm with prestigious lawyer in acquisition, we honor to provide clients the acquisition procedure. This procedure is consultation, when you apply and perform, you should meet lawyer to be consulted more details.

Dragon Law_famous law firm in vietnam in merger

Steps to Carry Out Acquisition Procedure

Step 1: Draft and sign acquisition dossier

The dossier includes:

1. Acquisition contract;

2. The charter of acquired company;

3. List of members after acquisition;

4. Minutes of meeting; decision of the Board of Members about accepting the acquisition; the acquisition contract, the chapter of acquisition company; structure of Board of Members after acquisition.

After sign the acquisition contract, the company sends the acquisition contract to all creditor and notifies to the labourer within 15 days from the day of acquisition contract approval.

Step 2: The acquired company performs the tax closure procedure

Note: You should contact to tax agencies to have detail information about this procedure and the performing time.

After having acquisition contract, company has to file dossier for tax agency.

After having acquisition contract, company has to file the dossier to confirm the completion of tax obligation and  close tax code in tax agency, social insurance (if any), General department of Vietnam Customs (if any)....

The dossier includes:

1. The Minutes of meeting and the Decision of the Board of member about the acquisition, through acquisition contract and the Chapter of acquired Company; the structure of Board of members after acquisition, General Director.

2. The official document to confirm the completion of tax obligation and close tax code.

3. The acquisition contract (the copy with enterprise seal (if any));

4. The copy of Certificate on Business registration;

5. The valid copy of Certificate on Tax registration (if any);

6. The document about enterprise’s finance, accounting, invoices and receipts. 

7. The document confirms the result of enterprise’s  invoice cancellations and  invoice handling (if any);

8. The involving legal document following the request of Tax agency.

Step 3: Performing the acquired company registration procedure

Registration in the Department of Planning and Investment. 

The performing time: 03 days (it can be longer).

The dossier includes:

1. The acquisition contract

2. The Minutes of Acquired company’s Board of member and Acquirer company’s Board of member meeting about the acquisition. In case, there is change in Business registration, it has to state about the amendment and supplement, attention to conditional business when performing acquisition.

3. The decision of acquired and acquired company’s Board of Member/Board of Shareholders/ owners  about acquisition.

4. The original Certificate on Business registration of Acquiring and acquired Company.

5. The notification about the acquired company’s business registration change;

6. The offer acquisition document (attached form)

7. The amendment and supplement chapter of acquired company

8. Identity card of passport of members/the owners of company.

9. The other dossier (relating to transfer, adjustment the share of capital because of member’s capital conversion when company acquires.

Note: In case, after acquisition, the company’s chapter capital raise, the company has to attach the dossier about capital raising to new one.

The famous law firm in Vietnam in M&A services, Dragon Law is willing to support.

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