Disclosure of enterprise merger information: legal regulations and important considerations

In the context of increasingly active mergers and acquisitions (M&A), the disclosure of enterprise merger information has become an important requirement to ensure transparency and legal compliance. It is not only a mandatory obligation under the law but also a basis for protecting the legitimate rights and interests of creditors, employees, and other related parties. Proper and complete disclosure helps enterprises minimize legal risks and establish a solid foundation for restructuring and post-merger development.

I. The current demand for disclosure of enterprise merger information

In the context of deepening economic integration, mergers and acquisitions (M&A) activities are becoming increasingly common, thereby making the disclosure of enterprise merger information more essential than ever. Such disclosure is not merely a procedural requirement but also an important legal obligation aimed at ensuring transparency and publicity during the corporate restructuring process.

In practice, mergers often involve various stakeholders, including shareholders, creditors, employees, and state authorities. Therefore, comprehensive disclosure of merger information enables relevant parties to promptly understand their rights, obligations, and related changes. It is particularly important in protecting creditors’ interests, handling financial obligations, and maintaining stable labor relations after the merger.

Furthermore, compliance with disclosure requirements helps enterprises avoid legal risks such as administrative sanctions, disputes, or rejection of enterprise registration applications. Conversely, failure to disclose or incomplete disclosure may expose enterprises to reputational damage, negatively affecting business operations and restructuring activities.

II. Understanding the disclosure of enterprise merger information

1. What is the disclosure of enterprise merger information, and what is the purpose of such disclosure?

The disclosure of enterprise merger information refers to the public announcement by enterprises of information related to the merger process, including information on participating companies, merger agreement contents, plans for handling assets, financial obligations, and labor matters to business registration authorities, creditors, employees, and related parties in accordance with the law. Such an obligation is associated with Clause 2 Article 201 of the Law on Enterprise 2020 (amended and supplemented in 2025), which requires notification to creditors and employees after approval of the merger agreement.

The disclosure of enterprise merger information is not only a legal obligation but also an important legal instrument for ensuring transparency, preventing legal risks, and maintaining a lawful and stable merger process.

2. When must enterprises disclose enterprise merger information during the merger process?

Enterprises must disclose merger information immediately after the merger agreement and the resolution approving the merger are adopted by members, owners, or shareholders. Pursuant to Clause 2 Article 201 of the Law on Enterprise 2020 (amended and supplemented in 2025), within 15 days from the date of approval, enterprises are required to notify all creditors and inform employees thereof.

In addition, disclosure is also conducted during the submission of enterprise registration applications for the receiving company to ensure that information is updated on the National Enterprise Registration Database in accordance with the law.

3. Who is responsible for performing the disclosure of enterprise merger information?

The disclosure of enterprise merger information is the responsibility of the legal representative of the receiving company. Such a person has the authority to sign dossiers, implement procedures, and assume responsibility for the accuracy and truthfulness of the disclosed information.

Under Clause 2 Article 201 of the Law on Enterprise 2020 (amended and supplemented in 2025), after the merger agreement is approved, the enterprise is obligated to notify creditors and employees; thus, the responsibility lies with the lawful representative of the enterprise. 

4. What basic information must be included in the disclosure of enterprise merger information?

Pursuant to Article 32 of the Law on Enterprise 2020 (amended and supplemented in 2025), after completion of enterprise registration following a merger, the enterprise must declare information on the National Enterprise Registration Portal. The disclosed information includes:

• Information stated on the Enterprise Registration Certificate, such as enterprise name, enterprise code, head office address, and legal representative;
• Business lines of the enterprise (Point a, Clause 1, Article 32);
• List of founding shareholders and foreign investor shareholders in joint-stock companies, if any (Point b, Clause 1, Article 32).

Additionally, if the merger results in changes to enterprise information (such as company name, charter capital, members/shareholders, organizational structure, etc.), such changes must also be publicly disclosed under Clause 2 Article 32. Enterprises are required to complete such disclosure within 30 days from the date of issuance of enterprise registration or amendment of enterprise registration contents under Clause 3 Article 32.

III. Legal regulations related to the disclosure of enterprise merger information

1. How does the Law on Enterprise regulate the disclosure of enterprise merger information?

Under the Law on Enterprise 2020 (amended and supplemented in 2025), the disclosure of enterprise merger information is not regulated as a separate independent procedure but is implemented through regulations on enterprise registration disclosure and notification obligations during the merger process. Specifically:

• Clause 2 Article 201 stipulates that after approval of the merger agreement, enterprises must send the merger agreement to all creditors and notify employees within 15 days. It constitutes an obligation to publicly disclose information internally and to related parties.
• After completion of enterprise registration, Article 32 requires enterprises to publish enterprise registration information on the National Enterprise Registration Portal, including basic information and changes arising from the merger.
• If the merger results in changes to enterprise registration contents (such as enterprise name, charter capital, members/shareholders, etc.), such changes must also be publicly disclosed under Clause 2 Article 32.

2. How should enterprises coordinate with tax, customs, and labor authorities when disclosing enterprise merger information from a legal procedural perspective?

The disclosure of enterprise merger information is not limited to the notification obligation under Point b, Clause 2, Article 201 of the Law on Enterprise 2020 (amended and supplemented in 2025), but also requires enterprises to coordinate with relevant regulatory authorities to complete post-merger legal procedures.

With respect to tax authorities, enterprises must finalize tax obligations, make tax declarations and settlements for the merged company, and update tax registration information for the receiving company in accordance with tax administration laws. It ensures that no outstanding tax liabilities remain before the transfer.

With respect to customs authorities, if enterprises engage in import-export activities, they must update enterprise information on the customs system, process customs declarations, fulfill import-export tax obligations, and settle outstanding debts (if any) to ensure uninterrupted import-export operations after the merger.

With respect to labor authorities, enterprises are obligated to notify employees and prepare a labor utilization plan in accordance with Point a, Clause 2, Article 201 of the Law on Enterprise 2020. In cases involving employment changes, labor contract termination, or labor transfer, enterprises must comply with labor laws concerning employee rights and interests.

3. What are the common mistakes in the disclosure of enterprise merger information, and what legal risks may arise therefrom?

During the disclosure process, many enterprises commit errors relating to the completeness, accuracy, and transparency of information under Articles 32 and 201 of the Law on Enterprise 2020 (amended and supplemented in 2025). Specifically:

• Incomplete or inaccurate disclosure of enterprise registration information: Failure to fully update information such as enterprise name, charter capital, legal representative, or business lines under Article 32 may result in requests for correction and administrative sanctions.
• Failure to disclose or delayed disclosure of changes: Violating statutory disclosure deadlines under Clause 3 Article 32 may result in administrative sanctions and negatively affect the legal validity of enterprise information.
• Failure to notify creditors and employees: Failure to send the merger agreement within 15 days under Point b, Clause 2, Article 201 may lead to labor disputes, financial obligations, or compensation claims.
• Dishonest disclosure or concealment of liabilities and debts: It constitutes a serious violation and may lead to:
  + Civil liability: Compensation for damages under Article 13 of the Civil Code 2015;
  + Criminal liability where fraudulent elements exist under Articles 174 and 341 of the Criminal Code 2015 regarding fraudulent appropriation of property and forgery of seals or documents of agencies or organizations or use of forged seals or documents.
• Inconsistency among documents: If disclosed information is inconsistent with enterprise registration dossiers or merger agreements, the registration authority may reject the application or require amendments.

IV. Questions regarding the disclosure of enterprise merger contents

1. What is the statutory time for disclosing enterprise merger contents before/after the merger date?

According to the Law on Enterprise 2020 (amended and supplemented in 2025), the timeline for disclosing information relating to enterprise mergers is divided into two stages:

• Before completion of the merger: Pursuant to Point b, Clause 2, Article 201, after the merger agreement is approved, the enterprise must send the merger agreement to creditors and notify employees within 15 days from the approval date. It constitutes an obligation to publicly disclose information before the legal procedures are finalized.
• After completion of enterprise registration: Pursuant to Clause 3, Article 32, the enterprise must disclose enterprise registration contents within 30 days from the issuance or amendment of the Enterprise Registration Certificate. Since mergers typically result in changes to enterprise registration information, such disclosure must be made within this statutory period.

2. Must the disclosure of enterprise merger contents comply with the principles of transparency and accuracy, and what legal procedures apply if errors are discovered and amendments are required?

The disclosure of merger contents must be transparent, accurate, and fully reflect merger resolutions and amendments to enterprise registration information. Enterprises must avoid inaccurate disclosures that may cause damage to shareholders, creditors, or employees.

If errors are identified, the amendment procedures generally include:

• Identifying inaccuracies in the disclosed notice or published contents;
• Preparing an amendment or supplementation document under a resolution of the Board of Directors or the General Meeting of Shareholders;
• Submitting the amendment dossier to the business registration authority where the enterprise’s head office is located, in accordance with Article 32 of the Law on Enterprise 2020 (amended and supplemented in 2025);
• Publishing the amended contents on the National Enterprise Registration Portal within 30 days from the issuance or amendment of the Enterprise Registration Certificate.

3. What forms of disclosure are required for enterprise merger contents?

Pursuant to the Law on Enterprise 2020 (amended and supplemented in 2025), the disclosure of enterprise merger contents must be conducted through official public disclosure methods to ensure transparency and accessibility of information to related parties. Specifically:

• Disclosure on the National Enterprise Registration Portal: Pursuant to Clause 1, Article 32, after the issuance or amendment of the Enterprise Registration Certificate, the enterprise must publicly disclose information on the National Enterprise Registration Portal and pay the prescribed fees. It is a mandatory form of disclosure.
• Disclosure of amended enterprise registration information: If the merger results in amendments to enterprise information, such amended contents must also be publicly disclosed in accordance with Clause 2, Article 32.
• Direct notification to creditors and employees: Pursuant to Point b, Clause 2, Article 201, the enterprise must send the merger agreement to creditors and notify employees within 15 days from the approval date. It constitutes a direct disclosure method intended to protect the lawful rights and interests of related parties.

4. If assets or liabilities are discovered to have been concealed in merger documents but were not disclosed in the merger disclosure contents, what remedial measures and liabilities may arise?

If assets or liabilities are discovered to have been concealed during the disclosure of enterprise merger contents, the enterprise must promptly implement remedial measures to ensure legal compliance and minimize risks. First, the enterprise must review all merger documents, prepare amendment and supplementation documents, and re-notify creditors and employees in accordance with the obligations prescribed in Point b, Clause 2, Article 201 of the Law on Enterprise 2020 (amended and supplemented in 2025). Additionally, if incorrect information has already been registered, the enterprise must implement procedures for amendment with the business registration authority.

Regarding legal liability, the enterprise must continue to inherit all asset-related obligations and outstanding debts of the merged company pursuant to Point c, Clause 2, Article 201 of the Law on Enterprise 2020, including obligations that were not previously disclosed. If the concealment of information causes damage, the enterprise must compensate for damages in accordance with Article 13 of the Civil Code 2015.

If there are intentional fraudulent acts aimed at evading obligations or appropriating assets, related individuals may also take criminal liability under:

• Article 174 of the Criminal Code 2015 (amended in 2017 and 2025): Fraudulent Appropriation of Property;
• Article 341 of the Criminal Code 2015 (amended in 2017 and 2025): Forgery of Seals or Documents of Agencies or Organizations; Use of Forged Seals or Documents of Agencies or Organizations.

In addition, the enterprise may be subject to administrative sanctions under Article 44 of Decree No. 122/2021/ND-CP for violations relating to disclosure obligations or registration of amendments to enterprise information.

V. Are you looking for a reputable legal expert to assist with issues relating to the disclosure of enterprise merger contents?

The disclosure of enterprise merger contents requires strict compliance with legal regulations regarding contents, timelines, and methods of implementation. If performed incorrectly or incompletely, enterprises may face risks of administrative sanctions or disputes. Therefore, choosing a reputable legal expert will help enterprises receive support in preparing documents, reviewing disclosure contents, and ensuring compliance with applicable regulations, thereby safeguarding legal certainty during the merger process. Working alongside experienced legal professionals is an effective solution for enterprises to minimize risks, save time, and ensure lawful disclosure of enterprise merger contents.

The above information is provided for reference purposes only. Should clients require detailed advice regarding specific cases, please contact NPLaw for prompt consultation.