Posted on

20 August, 2021

When you want to buy or sell a business, what are the legal tasks to do? Aplus Law’s Attorney has successfully advised clients to buy back the coffee-making business with value won for both sides.


Mr. H and his wife want to acquire C.P.V. Coffee production company in Dak Lak. His wife and wife need Attorney to advise the transfer package including project evaluation, drafting, and participating in the negotiation of signing the transfer contract, authorized representative to carry out the transfer procedure to the buyer.


Legal issues that Attorney must address for clients:

– Check the assets and debts of the company, the financial health of the company

– Reduce risk due to the seller hiding information


The first step Attorney took was to hire an independent auditor to audit the entire finances of the company. When consulting customers to hire audit, also reduce the risks for customers including reviewing the financial health of the project they want to buy, putting the responsibility of the inspector in case the debts that the auditor has been left behind after the purchase.

Attorney discovered a number of assets including real estate and two of the company’s vans were standing in the individual name of the company owner and not the company. Legally, this is not the property of the company, so when the transfer is completed, the company also owns these assets. The client has asked the seller to transfer the owner’s name to the company in the form of chartered capital contribution.

Too chastised the transfer contract, the solicitor noticed that the seller had some obscure manifestations in the transparency of the property. According to the Enterprise Law, then the purchaser of the company shall inherit the entire rights and obligations of the company as an independent legal entity

Article 53. Transfer of capital contribution

Except for the cases specified in Clause 3, Article 52, Clause 5 and 6, Article 54 of this Law, two or more members limited liability company members have the right to transfer part or all of their contributed capital to another person under the following provisions:

a) Must offer the share of the capital to the remaining members in proportion to their capital contribution in the company under the same conditions;

b) To be transferred only under the same conditions offered for sale to the remaining members specified at Point an of this Clause to non-members if the remaining members of the company do not buy or do not buy out within 30 days from the date of the offer.

The transferable member shall still have the rights and obligations to the company corresponding to the relevant capital contribution until the information about the buyer specified in Points b, c, and d Clause 1 Article 49 of this Law is fully recorded in the member register.

In case of transfer or change of capital contribution of members resulting in only one member remaining in the company, the company must organize activities under the type of limited liability company of one member and at the same time make a registration for changes to the contents of the enterprise registration within 15 days, from the date of completion of the transfer.

For limited companies, the transfer of contributed capital is subject to a restriction related to having to offer to the remaining staff before selling to the outside. If this procedure is not performed, the transfer contract may be invalidated due to a violation of the law’s prohibitions.

Article 123. Civil transactions are void due to violation of the prohibitions of the law, contrary to social ethics

Civil transactions that are purposeful, content that violates the law’s prohibitions, or social ethics are void. The prohibition of the law is that the provisions of the law do not allow the subject to perform certain acts. Social ethics are common norms of conduct in social life, recognized and respected by the community

Attorney has advised the procedure for offering capital contributions to other members

Attorney consulted the procedure for offering capital contributions to other members of the company and only signed a transfer contract after 30 days of sale to other members that they did not agree to buy, in addition, the attorney also wrote a written consent for other members to confirm the transfer.

For the risk of any information that may be hidden in the transferable, Attorney has drawn up a transfer contract under the Confiscation and Protection clause for which the buyer is responsible even if the transfer is completed, in addition to facing fraud island appropriation of property by the Criminal Code.

The transfer transaction ended successfully for both the buyer and the seller.

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