In the current economic situation, buying and selling companies is very common. One-member limited liability company is a type of enterprise owned by only one individual or organization. Therefore, the procedure for acquiring a one-member limited liability company is simpler than other types of businesses.

1. Order of execution

Individuals and organizations can buy back a one-member limited liability company when receiving the transfer of the entire owner’s contributed capital. They will then become the new owners of the company.

Step 1: Sign the application for transfer of contributed capital and pay the transfer value

• The buyer and seller agree on the transfer price and sign a contract to transfer the contributed capital.
• For individuals receiving capital transfer, payment can be made in two forms: transfer via bank account or payment in cash.
• Organizations that are capital transfer enterprises are not allowed to use cash for payment when making transactions of buying, selling or transferring contributed capital to other enterprises.

Step 2: Submit application to change business registration, declare personal income tax

• Within 10 days from the date of change of business registration, the company is obliged to notify the change of business registration to the business registration authority;
• Within 10 days from the date of signing the transfer contract, the individual or company must submit the personal income tax declaration dossier to the transferor at the tax authority.

Step 3: Receive business registration results and complete the company transfer procedures.

2. Application for change of business registration

Pursuant to the provisions of Clause 1, Article 53 of Decree 01/2021/ND-CP, including:

1. Notice of change of owner of a single-member limited liability company signed by the owner or the legal representative of the old owner and the new owner or the legal representative of the new owner ; (according to Appendix II-4 Circular 01/2021/TT-BKHDT, effective from 01/05/2021)
2. Copy of legal documents of the individual (ID card/CCCD/Passport) in case the transferee is an individual or a copy of legal documents of the organization (Certificate of business registration).
3. A copy of the individual’s legal papers for the authorized person and a copy of the document appointing an authorized representative in case the transferee is an organization.
4. For the owner being a foreign organization, the copy of the organization’s legal papers must be consularly legalized;
5. A copy of the amended and supplemented charter of the company;
6. Contract on transfer of contributed capital or documents proving completion of transfer of contributed capital;
7. The investment registration authority’s document approving the capital contribution, share purchase or capital contribution purchase of foreign investors or foreign-invested economic organizations, in case procedures are required to be carried out. register for capital contribution, purchase of shares or purchase of contributed capital in accordance with the Law on Investment.

3. Place of application

After preparing all the documents, the enterprise submits 01 application at the Business Registration Office of the Department of Planning and Investment where the enterprise is headquartered.

4. Procedure time

Within 3 working days from the date of receipt of complete application. If the application is valid, the enterprise will be granted an enterprise registration certificate.

Above is the advice of Khoa Tin on “procedure for acquisition of a 1-member limited liability company”.

In case customers have unclear issues or need to discuss further, please call us immediately at 0983.533.005 for a free consultation.

Best regards./.