Slide LDN (hệ E) C6 - Luật Doanh Nghiệp UEL

CHAPTER 6 MANAGEMENT, REORGANIZATION, DISSOLUTION OF THE ENTERPRISE OVERVIEW I. Reorganization business II. Dissolution business III. Bankruptcy business I. REORGANIZATION BUSINESS 1.1 Full division 1.2 Partial division 1.3 Consolidation of companies 1.4 Acquisition of companies 1.5 Conversion company into another type of enterprise 1.1 FULL DIVISION (ARTICLE 198 LOE) • 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. • The Board of Members, the owner or General Meeting of Shareholders of the divided company shall ratify the resolution or decision on full division of the company in accordance with this Law and the company's charter. This resolution or decision shall be sent to all creditors and employees within 15 days from its issuance date or ratification date • The divided company shall cease to exist after the new companies are granted the Certificate of Enterprise Registration. 1.2 PARTIAL DIVISION (ARTICLE 199) • A limited liability company or joint stock company may be partially divided by transfer part of the divided company’s assets, rights, obligations, members/shareholders to one or some new limited liability companies or joint stock companies without ceasing the existence of the divided company. • The divided company shall register the change in charter capital, quantity of members/shareholders in proportion to the decrease in the stakes/shares and quantity of members/shareholders and apply for registration of the new companies. • The Board of Members, the owner or General Meeting of Shareholders of the divided company shall ratify the resolution or decision on partial division of the company in accordance with this Law and the company's charter. 1.3 CONSOLIDATION OF COMPANIES (ARTICLE 200) • Two or more companies (consolidating companies) may be consolidated into a new company (consolidated company), after which the consolidating companies shall cease to exist. • The consolidating companies shall prepare the consolidation contract and charter of the consolidated company. The consolidation contract shall be sent to the creditors and employees within 15 days from the day on which it is ratified. • The consolidating companies shall comply with regulations Competition Law on consolidation of companies. • After the consolidated company is registered, the consolidating companies shall cease to exist. The consolidated company shall inherit the lawful rights and interests, liabilities, unpaid debts, employment contracts and other obligations of the consolidating companies under the consolidation contract.