Chinese (中国)
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Vietnamese分离公司 B.V.
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Article 193. Business splitting
- Limited Liability Company, Joint Stock Company may separate by transferring part of the assets, rights and obligations of the existing company (hereinafter referred to as the separated company) to establish one or several limited liability companies or new joint-stock companies (hereinafter referred to as the separated company) without ceasing to exist at the company’s separation.
- Separation of the company can be done in one of the following methods:
a/ Part capital contribution, shares of members and shareholders together with assets corresponding to the value of contributed capital, shares transferred to new companies according to the proportion of ownership in the separated company and respectively the value of assets transferred to the new company;
b) All capital contributions, shares of one or several members and shareholders together with assets corresponding to the share value, their capital contribution shall be transferred to new companies;
c) Combine both cases specified at Point a and Point b of this Clause.
The separated company must register for changes in charter capital and the number of members corresponding to the capital contribution, shares and member numbers are reduced simultaneously with the enterprise registration of new companies.
3. The procedure for separating limited liability companies and joint stock companies is prescribed as follows:
a) The Board of Members, Company Owners or the General Meeting of Shareholders of the Company shall be separated by the resolution of the company separation in accordance with this Law and the Company Charter. The resolution of the separation of the company must contain the main contents of the name and address of the head office of the separated company; the name of the separated company to be established; the employer plan; the manner of separation of the company; the value of assets, rights and obligations transferred from the separated company to the separated company; the real term currently separate the company. The resolution of the separation of the company must be sent to all creditors and notified the employee within 15 days, from the date of adoption of the resolution;
b) Members, company owners or shareholders of the company shall be separated through the Charter, elect or appoint the Chairman of the Board of Members, the Chairman of the Company, the Board of Directors, the Director or the General Director and conduct enterprise registration in accordance with this Law. In this case, the enterprise registration dossier must be accompanied by the resolution of separation of companies specified in Point a of this Clause.
