In the process of corporate restructuring, the separation of companies is a common business and legal strategy to adjust business strategies, manage risks, and optimize operational efficiency. In order to ensure the legitimate rights and interests of enterprises, employees and related parties, the Law on Enterprises 2020 amended and supplemented in 2022 and 2025 (the amended Law on Enterprises) and the Government's Decree No. 168/2025/ND-CP dated June 30, 2025 guiding the amended Law on Enterprises (Decree 168) have specified the conditions, dossier and order of carrying out procedures for separation of this company.
In order to support businesses in the process of carrying out the proper separation procedures and implementing quickly and efficiently operations, HM&P provides a number of detailed instructions for businesses.
1. Overview of company separation procedures
Separation of a company is understood as: "A limited liability company or a joint-stock company may be separated by transferring a part of the assets, rights, obligations, members and shareholders of the existing company (hereinafter referred to as the separated company) to establish one or several limited liability companies, a new joint-stock company (hereinafter referred to as the separated company) without terminating the existence of the separated company."[1]
Accordingly, after the separation, the separated company continues to exist, while one or more newly separated companies are established on the basis of the transfer of part of assets, rights and obligations.
The main procedures in a normal company separation include[2]:
(1) Notice of company separation to creditors and employees;
(2) Business registration of the separated company;
(3) Registration of changes in enterprise registration contents of the separated company or separated company(s).
In case the enterprise is a public company, the company must disclose information on enterprise adjustment in accordance with current law.
Currently, businesses can submit documents online through the National Business Registration Portal. The Business Registration Office – Department of Finance is the competent agency to receive, check the validity of the dossier and issue the corresponding Enterprise Registration Certificate or Certificate of change of enterprise registration contents.
2. Procedures for separation of companies
According to the current Law on [3]Enterprises, the order of separation of a company is carried out according to the following steps:
3. Enterprise registration dossier for a separated company
An enterprise registration dossier for a separated company must include the following documents[4]:
|
STT |
Text type |
Specific content |
|
1 |
Application for enterprise registration |
Make according to the prescribed form[5]. |
|
2 |
Company Charter |
The company's charter, adopted by the owner, the Board of Members or the General Meeting of Shareholders according to the corresponding type of enterprise. |
|
3 |
List of members/shareholders |
List of members for limited liability companies with two or more members; list of founding shareholders and list of shareholders being foreign investors (if any) for joint-stock companies. This document does not apply in case the separated company is a single-member limited liability company. |
|
4 |
List of beneficiary owners |
The list of beneficial owners includes information of: Individuals who directly or indirectly own 25% of the charter capital or 25% or more of the total voting shares, and/or Individuals who have the right to control through one of the rights as prescribed by law[6]. |
|
5 |
Resolution/Decision on company separation |
Resolutions and decisions of the Members' Council, the owner of the company or the General Meeting of Shareholders of the separated company on the separation of the company, including the main contents in accordance with the provisions of the Law on Enterprises.[7] |
|
6 |
Minutes of the meeting on the separation of the company |
A copy of the minutes of the meeting of the Board of members (for a limited liability company with two or more members) or the minutes of the General Meeting of Shareholders (for a joint-stock company) approving the separation of the company. This document does not apply in case the separated company is a single-member limited liability company. |
|
7 |
Legal documents of the legal representative/owner/member/shareholder |
Copies of legal documents of members/owners/shareholders; legal papers of the organization and a document appointing an authorized representative (if any). In case the owner, member being an individual, legal representative, authorized representative of the owner or member being an organization declares personal identification numbers, the dossier does not include copies of legal papers of these individuals. For foreign organizations, the papers must be consular legalized. |
|
8 |
Investment registration certificate (if any) |
Applicable in case the separated company has a foreign investor or a foreign-invested economic organization in accordance with the law on investment. |
4. Dossier of registration of changes in enterprise registration contents for the separated company
In addition to the new establishment registration for the separated company, it is necessary to register changes to the enterprise registration contents of the separated company because the separation of the company gives rise to actual changes to the registered information, such as charter capital, etc member/shareholder structure, ownership ratio (especially of foreign investors). Registration of changes aims to promptly and accurately update the legal status of the separated company on the enterprise registration system, ensuring transparency and consistency between legal documents.
According to Clause 1, Article 55 of Decree 168/2025/ND-CP, in case of separation of a limited liability company or joint-stock company in which the company is separated, the dossier of registration for changes in enterprise registration contents of the separated company must contain a copy or the original of the resolution or decision on the separation of the company.
5. Notes when carrying out company separation procedures
When carrying out the procedures for separating the company, enterprises should note:
- Prepare all documents in accordance with the prescribed form to avoid the dossier being required to be supplemented or prolong the time for adjustment and change of business information.
- Ensure the legitimate rights and interests of creditors and employees through a clear debt settlement plan and labor use plan.
- Carefully review obligations related to assets, rights and obligations to be transferred to avoid disputes after separation.
- Closely monitor the progress of processing documents via the National Public Service Portal or directly contact the Business Registration Office - Department of Finance when necessary to promptly handle feedback from experts.
- Keep adequate records for inspection, assessment or request to prove compliance during operation.
In particular, tax procedures always arise long-term and complicated problems, requiring businesses to need a team of professional and experienced consultants in the field of mergers and acquisitions and taxation.
In general, the company separation procedure is not a very complicated legal procedure[8]. However, this process involves various small stages and procedures. Understanding the conditions, components of the dossier and the order of implementation procedures will help businesses minimize legal risks and ensure that the company separation process takes place in accordance with regulations and is more convenient in practice.
[1] Clause 1, Article 199 of the Law on Enterprises 2020 (amended).
[2] The tax issue in this procedure will be separated by us and mentioned in another article.
[3] Clause 3, Article 199 of the Law on Enterprises 2020 (amended).
[4] Clause 3, Clause 4 Article 24; Clause 2, Article 25 of Decree 168/2025/ND-CP
[5] Form No. 2, 3, 4 Appendix I of Circular 68/2025/TT-BTC
[6] Clause 1, Article 17 of Decree 168/2025/ND-CP
[7] Point a, Clause 3, Article 199 of the Law on Enterprises 2020 (amended)
[8] The most complicated procedure in this activity is the procedures related to the tax issues of the enterprise.
