Question
My company (the acquirer) is planning a merger and acquisition, to takeover a small local company (the acquiree), then combine two companies to create a new, joint enterprise in order to restructure our businesses. The acquiree has an investment which is not executed under an Investment Registration Certificate. Could you advise me if we need to follow procedures for change of investor in that project ?
Answer
Corporate division, split, merger, acquisition and consolidation in Vietnam ?
Adjusting investment projects in case of corporate division, split, acquisition, consolidation, or conversion:
An economic organization established on the basis of a corporate division, split, acquisition, consolidation, or conversion (hereinafter collectively referred to as restructuring) shall inherit the investor’s rights and obligations to the investment project executed before restructuring.
The investor shall decide the restructuring and settle the assets, rights and obligations to the project in accordance with legal regulations on enterprises and relevant legal regulations.
After the procedures mentioned in Clause 2 of this Article are completed, the investor shall submit a set of application files for project adjustments to the investment registration authority where theproject is executed.
Within 15 working days from the receipt of the valid application files as specified in Clause 3 of this Article, the investment registration authority shall adjust, issue the Investment Registration Certificate.
If the project is not executed under an Investment Registration Certificate, the investor is not required to follow procedures for change of investor as specified in Clause 3 and Clause 4 of this Article. The transfer of ownership of assets to the transferee after restructuring shall be subject to the provisions of civil law, legal regulations on enterprises, and relevant legal regulations./.
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Lawyer Do Minh Son
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Law on Investment in Vietnam No. 67/2014/QH13 dated November 26, 2014 (replaced the Law on Investment No. 59/2005/QH11 dated November 29, 2005).
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