Full division of a company under Article 198, Law on Enterprise 2020 of Vietnam as follows:
Article 198. Full division
1. Full division is the situation in which a limited liability company or joint stock company (the divided company) divides its assets, rights, obligations, members/shareholders to establish two new companies or more.
2. Full division procedures:
a) The Board of Members, the owner or General Meeting of Shareholders of the divided company shall ratify the resolution or decision on fully division of the company in accordance with this Law and the company's charter. The resolution or decision shall contain the name and headquarters address of the divided company; names of the new companies; rules and procedures for division of the company’s assets; employment plan; method for division; time limit and procedures for transfer of shares/stakes to the divided company to the new companies; rules for settlement of the divided company’s obligations; division time. This resolution or decision shall be sent to all creditors and employees within 15 days from its issuance date or ratification date;
b) The members, owner or shareholders of each new company shall ratify its charter, elect or designate the President of the Board of Members, President of the company, Board of Directors, the Director/General Director and apply for enterprise registration in accordance with this Law. The enterprise registration application of the new company shall be enclosed with the full division resolution/decision mentioned in Point a of this Clause.
3. The quantity of members or shareholders, their holdings of shares/stakes and charter capital of the new company shall be written according to the full division resolution/decision.
4. The divided company shall cease to exist after the new companies are granted the Certificate of Enterprise Registration. The new companies shall be jointly responsible for unpaid debts, unfulfilled liabilities, employment contracts and other obligations of the divided company or reach an agreement with the divided company’s creditors, clients and employees that one of the new companies will fulfill these obligations. The new companies obviously inherit all rights, obligations and lawful interests of the divided company under the full division resolution/decision.
5. The business registration authority shall update the status of the divided company in the national enterprise registration database when issuing the Certificate of Enterprise Registration to the new companies. In case a new company is headquartered outside the province in which the divided company is headquartered, the business registration authority of the province in which the divided company is headquartered shall make the update.
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GOLDEN STAR ACCOUNTING AND CONSULTING COMPANY
Golden Star is a professional consulting company specializes in providing accounting services, chief accountant services, tax procedure services, tax declaration services, tax consultancy services, tax agency services, tax refund services, services for representative office, company establishment services, company dissolution services in Vietnam, performing investment procedures for foreign investor in Vietnam, salary calculation services, payroll and labour services, law consultancy services, office leasing services, virual office services and other business advisory services.
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