You need to sell a company or buy a joint stock company, LLC… refer to the business buying and selling service (M&A) at fdiinvietnam.com from only 1,500,000 VND – within 5 days
Concept explanation: What is business acquisition? What is M&A?
1. What is a business sale?
When a company ceases to operate, to close its tax code (stop tax obligations), you need to carry out the procedure to dissolve the company. However, some business owners choose to sell the company (can be said to sell the company’s body) to both save on dissolution costs and have more income.
Business acquisition (abbreviated as M&A in English) is the acquisition of a business by an individual or organization. From the time of transfer, the seller will terminate its rights and obligations to that business. This purchase is understood as the transfer of all assets, rights, benefits and obligations to the buyer.
2. Forms of business purchase and sale
The Enterprise Law 2020 only mentions the purchase and sale of private enterprises. Therefore, if you want to sell a company in the following forms: partnership, joint stock company, LLC, etc., you must complete the procedures to transfer all shares, capital contributions or change the legal representative.
You can understand the buying and selling of companies of each type according to the following legal procedures:
| Buying and selling joint stock companies |
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| Buying and selling LLCs |
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| Buying and selling private companies |
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| Buying and selling partnerships |
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Note:
After the sale of the business, the company tax code (old business code) remains unchanged. The time and history of operation will be recorded from the time of new establishment.
Business buying and selling services – Full package at fdiinvietnam.com
Depending on each case, type of company purchase and sale and the need to change the content of the business registration certificate, the cost and implementation time will be different.
Therefore, private enterprises, LLCs, joint stock companies or partnerships that are in need of buying or selling a business should call Online Accounting immediately for free consultation and a full quote.
| ➨ Service fee for buying and selling companies and businesses at fdiinvietnam.com: From 1,500,000 VND;
➨ Time to complete purchase procedures: From 5 – 7 working days; ➨ The information you need to provide to fdiinvietnam.com includes:
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According to fdiinvietnam.com’s experience in consulting and conducting procedures for buying and selling businesses, you need to pay attention to the following points so that the buying and selling process goes smoothly and the company is acquired at a good price.
- Invoices and documents must be complete – transparent – clear;
- With the consent of shareholders and members contributing capital;
- Complete tax payments and general tax obligations;
- Satisfy debts and financial obligations with partners and third parties;
- Determine the type of business and the scope of acquisition to carry out the procedure.
With fdiinvietnam.com’s business buying and selling service, legal obligations and considerations will become simpler. Online Accounting commits to the following benefits to customers:
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Procedures for buying and selling companies, selling company bodies
As fdiinvietnam.com shared in the above section, depending on the type of business that needs to be bought and sold, the procedures will be different. fdiinvietnam.com will share the documents and procedures for buying and selling businesses according to each type as follows.
1. Procedures for buying and selling joint stock companies
When buying and selling a joint stock company, you carry out two legal procedures: share transfer procedures and procedures to change the content on the business registration certificate.
➨ Share transfer documents in a joint stock company
Profile details include:
- List of founding shareholders;
- Share certificate of capital contributing shareholder;
- Share transfer contract and liquidation minutes;
- Minutes of shareholders’ meeting on share transfer;
- Resolution of the general meeting of shareholders on transfer of shares;
- Shareholder register.
>> Free download: Joint stock company share transfer documents.
➨ Application for changing the contents of business registration certificate
Basically, the business license change application includes:
- Notice of change of business registration content;
- Resolution of the general meeting of shareholders on content change;
- Minutes of the shareholders’ meeting on content changes;
- Notice of sample stamp.
>> See details and download free form : Instructions for changing business registration.
2. Procedures for buying and selling private companies
For private enterprises, you carry out two procedures: company dissolution procedures and legal representative change procedures.
➨ Documents and procedures for company dissolution
Company dissolution file details – For tax authorities:
- Document requesting termination of tax code validity;
- Confirmation of no customs debt;
- Minutes of the meeting on dissolution;
- Company dissolution decision.
Company dissolution profile details – For Department of Planning and Investment:
- Notice of dissolution;
- Decision to dissolve;
- Minutes of the meeting on dissolution;
- List of employees;
- List of creditors and debts paid;
- Report on liquidation of assets at the company;
- Certificate of return of seal to the police agency (if any).
See details:
>> Dissolution of a company that has not generated revenue;
>> Dissolve the company that has generated revenue.
Note:
Depending on the tax authority in charge, you need to supplement and adjust the documents to make them valid.
➨ Documents for changing legal representative
Documents for changing legal representative include:
- Notice of change of legal representative;
- Decision on changing the legal representative of the private enterprise owner;
- ID card/CCCD/passport of the buyer and seller of private enterprise;
- Sales contract or equivalent documents to prove the completion of the sale of the private company.
>> See more: Change of legal representative.
3. Procedures for buying and selling LLCs and partnerships
Similar to the joint stock company type, the two legal procedures you need to perform are: capital transfer procedures and procedures for changing the content on the business registration certificate.
➨ Capital contribution transfer documents
Basically, when transferring capital contributions to LLCs and partnerships, you need to prepare the following documents:
- Notice of capital contribution transfer;
- Decision of the board of members on transfer;
- Minutes of the meeting of the board of members on the transfer;
- ID card/CCCD/passport of new members (transferee members);
- Capital contribution transfer contract and liquidation minutes or equivalent documents to prove completion of capital contribution transfer.
>> See details and download free form: Capital contribution transfer procedures.
➨ Application for changing the contents of business registration certificate
When changing the content on the business license, you prepare:
- Notice of change of business registration content;
- Resolution of the general meeting of shareholders on content change;
- Minutes of the shareholders’ meeting on content changes;
- Notice of sample stamp.
>> See details and download free form: Instructions for changing business registration.
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In fact, depending on the type of company, whether the company has Vietnamese capital or foreign investment, as well as the business line of the company that needs to be sold or bought, the documents and procedures will have many changes.
Hopefully the basic information that fdiinvietnam.com shares above will help you buy and sell your company more quickly and easily. Or if you still have questions, do not hesitate to contact Online Accounting at the hotline below for support.
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Tax considerations when buying and selling a business
The purchase and sale of a company will give rise to tax obligations, depending on whether the purchase or transfer subject is an individual or an organization as well as the specific case, the following should be noted:
➨ For individuals
: In case of selling a joint stock company, limited liability company or partnership, the individual transferring shares or capital contributions must declare personal income tax from the transfer and pay the arising personal income tax (if any).
At that time, if the individual directly works with the tax authority, submit form 04/CNV-TNCN, and if the individual works through a business, submit form 06/CNV-TNCN.
Note:
The deadline for declaring and paying personal income tax is within 10 days from the date of completion of the contract for transferring shares and capital contributions.
➨ For organizations,
invoices must be issued for revenue from capital contribution or share transfer and corporate income tax must be paid (if any).
Frequently asked questions when buying and selling a business
1. How much is fdiinvietnam.com’s company buying and selling service fee?
Currently, fdiinvietnam.com provides a complete company buying and selling service, with a service fee starting from only 1,500,000 VND.
When using the service, you only need to provide fdiinvietnam.com with 2 basic information:
- Company Tax Code;
- Buyer information: notarized copy of ID card/CCCD/passport;
Note: The information required will vary depending on each company sale or purchase case.
Contact Online Accounting immediately via hotline 0978 578 866 (North) – 033 9962 333 (Central) – 033 9962 333 (South) for advice and detailed quotes.
2. Instructions for procedures for acquiring joint stock companies
When buying a joint stock company, you need to perform the following two procedures in turn:
- Share transfer procedures;
- Procedures for changing the contents of business registration certificate
>> Details: Joint stock company purchase and sale records.
3. Do I need to report to the tax authorities when selling a company?
The sale of a company will give rise to tax obligations, when:
- For individuals transferring shares or capital contributions: Must declare personal income tax from the transfer and pay personal income tax (if any);
- For organizations: Must issue invoices for income from capital contribution or share transfer and pay corporate income tax (if any).
4. Is it allowed to sell private enterprises?
Yes. Private business owners have the right to buy and sell businesses under the Enterprise Law 2020.
5. What is M&A?
M&A is the English abbreviation for “business purchase and sale”.
Accordingly, the purchase and sale of a business will take place when the business stops operating (closes its tax code) and both wants to save on dissolution costs and wants to have more income from selling the business.
Call us at 0978 578 866 (North) – 033 9962 333 (Central) – 033 9962 333 (South) for support.