GUIDE TO BUSINESS PURCHASE AND SALE PROCEDURES 

1. What is Business Buying and Selling? 
Mergers and Acquisitions is the process by which one company acquires another, in which the acquiring company takes over all the assets and management systems of the acquired company without establishing a new legal entity. This usually happens when large corporations want to expand their business by acquiring smaller companies. 

2. Forms of Business Transactions According to Vietnamese Law 

Vietnamese law stipulates three main forms of business acquisition: 
- Sale of the entire private enterprise: Private enterprises are allowed to sell all of their assets. 
- Transfer of capital contributions of Limited Liability Companies: This form is common in limited liability companies, where members transfer their capital contributions to others. 
- Share transfer of a joint-stock company: This usually occurs when a shareholder sells shares to the buyer to achieve a higher level of control. 

3. Business Buying and Selling Process 

Stage 1: Conducting Transactions Between Related Parties 

Step 1: Prepare the documents and the sales contract between the parties. 

Step 2: Negotiate and sign the purchase contract at the agreed time and place. 

Step 3: Handover and commitment to fulfill the obligations and responsibilities according to the contract. 

Stage 2: Completing the Dossier and Legalizing the Business Purchase Procedure 

Step 1: Prepare the necessary documents, contracts, and records. 

Step 2: Submit the application at the Business Registration Office where the company is headquartered. 

Step 3: Wait for the assessment and receive the results from the Business Registration Office (the processing time is about 3-5 working days). 

4. Guidelines for Buying and Selling a Business According to Each Type 

Procedures for Buying and Selling Private Enterprises 
After signing the sales contract, the buyer needs to carry out the procedure for changing the ownership of the private enterprise in accordance with Article 54 of Decree 01/2021/ND-CP: 
1. Prepare the documents: 
- Notice of change in business registration information. 
- Notarized copies of the buyer's legal documents (Passport, ID card). 
- A purchase and sale agreement for the business or documentation proving that the transaction has been completed. 
2. Submit the application: Submit directly at the Business Registration Office or submit online. 
3. Waiting for the results: The processing time for the application is 3-5 working days. If the application is valid, a Business Registration Certificate will be issued. 

Procedures for Buying and Selling a Limited Liability Company with Two Members Rise Up 
Step 1: Prepare the documents: 
- Notice of change in capital contributors. 
- Minutes of the meeting and the decision of the Members' Council regarding the transfer of capital contributions. 
- The transfer contract and documents proving that the transfer has been completed. 
- Notarized copies of the personal documents of the transferee (Passport, ID card). 
Step 2: Submit the application at the Business Registration Office. 
Step 3: Wait for the appraisal results and receive the receipt, registering the change of members within 5 working days. 

Procedure for Buying and Selling a One-Member Limited Liability Company 
The procedure is similar to that of a limited liability company with two or more members, but additional documents regarding the change in capital contributions and the owner's decision of the company are required. 

Procedure for Buying and Selling Joint Stock Companies 
The joint stock company needs to register the change of founding shareholders at the Business Registration Office: 
- Prepare the announcement, the list of new shareholders, and the transfer agreement. 
- The processing time for the application is 3 working days. 

5. Some Notes Important 
- Stakeholders need to ensure that the documentation is complete and valid for the buying and selling process to proceed smoothly. 
- All procedures related to changing business registration information must be carried out on time and in accordance with legal regulations. 
- The Business Registration Office has the authority to assess the validity of the application and may request additional documents if necessary. 

The procedure for buying and selling a business requires thorough preparation and compliance with legal regulations. Understanding the process will help businesses conduct transactions smoothly and legally. 

If you need more information or assistance, please contact A Dong Company for detailed advice. 
Address: Room F2&F3 FOSCO Building, No. 2 Phung Khac Khoan, Da Kao Ward, District 1, Ho Chi Minh City 
Hotline: 0903 693 301 - 0909 393 329 - 0903 641 946 
Email: info@a-dong.com.vn 
Website: a-dong.com.vn