The enterprise merger dossier is an important legal foundation determining the validity and effectiveness of the corporate restructuring process. However, in practice, many enterprises still have difficulties due to misunderstanding legal regulations, incomplete documents, or failure to fully comply with the required procedures. The following article clarifies the core issues, from identifying common mistakes to analyzing legal provisions and answering frequently encountered situations relating to enterprise merger dossiers.

I. Common mistakes regarding enterprise merger dossiers

During the process of corporate restructuring, the enterprise merger dossier plays a key role in determining the legality and effectiveness of the merger. However, many enterprises still make the following common mistakes:

  • Missing or incorrect dossier components as prescribed by law: Many enterprises only focus on the merger agreement while overlooking important documents such as resolutions, meeting minutes of competent authorities, or dossiers for registration of changes to enterprise registration contents.
  • Lack of consistency in the enterprise merger dossier regarding content and strategic orientation among participating parties: Labor utilization plans, asset transfer arrangements, and post-merger organizational structures are not unified. It not only makes the dossier difficult to obtain approval but also causes difficulties during actual implementation.

Identifying and promptly remedying mistakes in the enterprise merger dossier not only helps enterprises shorten the procedural timeline but also ensures that the merger process is implemented transparently, effectively, and in compliance with legal regulations.

II. Understanding enterprise merger dossiers

1. What are the general contents of an enterprise merger dossier?

Pursuant to Clause 2, Article 201 of the Law on Enterprise 2020 as amended and supplemented in 2025, and Clause 2, Article 55 of Decree No. 168/2025/NĐ-CP, an enterprise merger dossier generally includes the following contents:

  • The enterprise merger agreement and the charter of the receiving company.
  • Copies or originals of the following documents: Resolutions or decisions of the company owner for a single-member limited liability company; resolutions or decisions of the Members’ Council for a multiple-member limited liability company or partnership; resolutions of the General Meeting of Shareholders for a joint stock company approving the merger agreement of the receiving company.
  • If the person authorized to sign the enterprise registration request authorizes another person to implement the procedure, the dossier must additionally include documents relating to such authorization.

An enterprise merger dossier is not merely a set of formal documents but must fully reflect the consensus, restructuring plan, and legal obligations of the parties involved.

2. How is an enterprise merger dossier different from a dossier for establishing a new enterprise?

The core difference between these two types of dossiers lies in their legal nature and implementation purpose. A dossier for establishing a new enterprise aims to create the initial legal status of a business entity in accordance with the Law on Enterprise 2020 as amended and supplemented in 2025, focusing on basic information such as enterprise name, business lines, charter capital, and legal representative. In contrast, an enterprise merger dossier is restructuring in nature, aiming to transfer all assets, rights, and obligations from the merged company to the receiving company, while simultaneously terminating the legal existence of the merged company.

Regarding dossier components, a dossier for establishing a new enterprise mainly includes the charter, list of members/shareholders, and legal documents of individuals or organizations pursuant to Article 24 of Decree No. 168/2025/NĐ-CP. Meanwhile, a merger dossier is more complex, as it must include the merger agreement, approval resolutions of the participating parties, labor utilization plans, and dossiers for registration of changes to enterprise contents under Clause 2, Article 201 of the Law on Enterprise 2020 as amended and supplemented in 2025, and Clause 2, Article 55 of Decree No. 168/2025/NĐ-CP.

3. How should strategic objectives and benefits be reflected in an enterprise merger dossier?

In an enterprise merger dossier, strategic objectives and benefits must be presented clearly, specifically, and based on practical grounds. In the spirit of Point a, Clause 2, Article 201 of the Law on Enterprise 2020 as amended and supplemented in 2025, the merger contents must reflect the reasons, implementation plan, and expected effectiveness. Accordingly, enterprises should clearly state objectives such as market expansion, resource optimization, enhancement of competitiveness, or business restructuring.

In addition, strategic benefits should be quantified or specifically analyzed in terms of finance, governance, and operations. For example: Cost savings, increased efficiency in asset utilization, or leveraging the customer system or technology of the merged company. At the same time, the dossier should clearly present the post-merger organizational plan, including management structure, development orientation, and integration plans to ensure feasibility.

A complete and logical presentation of strategic objectives and benefits in the enterprise merger dossier not only facilitates the competent authority’s review but also serves as an important basis for the parties to evaluate effectiveness and implement the merger sustainably.

4. What information disclosure regulations must be considered in an enterprise merger dossier for public companies?

Pursuant to Clause 4, Article 176 of the Law on Enterprise 2020 as amended and supplemented in 2025 regarding information disclosure, public companies must disclose and publicize information in accordance with securities laws.

Based on Point c, Clause 6, Article 41 of the Law on Securities 2019, public companies are obliged to report and fully, accurately, and promptly disclose periodic information, extraordinary information relating to production and business activities, financial conditions, corporate governance, and other information that may affect securities prices or decisions of shareholders and investors.

An enterprise merger is considered extraordinary information relating to production and business activities, financial conditions, and corporate governance.

Therefore, the enterprise merger dossier, including the merger agreement, resolutions of the General Meeting of Shareholders, restructuring plans, and impacts on business operations, must be disclosed promptly and accurately through the information disclosure system.

III. Legal provisions related to enterprise merger dossiers

1. When preparing an enterprise merger dossier, which regulations govern the procedures for notification or obtaining opinions from shareholders/owners?

The enterprise merger must be approved by the competent internal authority of each enterprise in accordance with Clause 2, Article 201 of the Law on Enterprise 2020 as amended and supplemented in 2025.

Specifically, Point b, Clause 2 of this Article provides that members, company owners, or shareholders of the relevant companies must approve the merger agreement and the charter of the receiving company. The merger agreement must be sent to all creditors and notified to employees within 15 days from the date of approval.

For public companies, the consultation and approval process must also comply with regulations on information disclosure and corporate governance under Point c, Clause 6, Article 41 of the Law on Securities 2019 where the merger may significantly affect shareholders’ rights.

When preparing an enterprise merger dossier, compliance with internal approval procedures and notification obligations is not only a mandatory legal requirement but also an important legal basis for dossier approval and for minimizing dispute risks.

2. What common mistakes in enterprise merger dossiers lead to requests for supplementation?

Enterprises may be required to supplement merger dossiers due to the following common mistakes:

  • Missing or incorrect dossier components under Article 201 of the Law on Enterprise 2020 as amended and supplemented in 2025 and Clause 2, Article 55 of Decree No. 168/2025/NĐ-CP, such as missing merger agreements, resolutions/meeting minutes approving the merger, or notices of changes to enterprise registration contents. In addition, dossiers are often required to be supplemented where information among documents is inconsistent or formally invalid (signatures, signing authority).
  • Failure to perform or incomplete performance of merger notification obligations to creditors and employees. According to Point b, Clause 2, Article 201 of the Law on Enterprise 2020 as amended and supplemented in 2025, the merger agreement must be sent to all creditors and employees must be notified within 15 days from the date of approval.

An enterprise merger dossier is likely to be required for supplementation when it does not fully satisfy the required components and formalities prescribed by law.

IV. Questions related to enterprise merger dossiers

1. At which authority and within what timeframe are the procedures for submission and issuance of the certificate of changes in the merger dossier implemented?

According to Clause 3, Article 55 of Decree No. 168/2025/NĐ-CP on enterprise registration, after receiving the dossier, the provincial-level business registration authority shall issue a receipt and schedule the return of results to the applicant.

Specially, within 03 working days from the date of receipt of the dossier, the provincial-level business registration authority shall review the validity of the dossier and issue the Enterprise Registration Certificate or the Confirmation of Changes to Enterprise Registration Contents. If the dossier is invalid, the authority shall issue a written notice specifying the contents requiring amendment or supplementation.

Therefore, the procedures for submission and issuance of certificates of changes in the enterprise merger dossier are implemented at the provincial-level business registration authority, with results issued within 03 working days from the date of dossier receipt.

2. If the enterprise merger dossier does not include notification to or agreement with employees, how does the enterprise violate labor regulations?

Pursuant to Clause 1, Article 43 of the Labor Code 2019, in cases of merger, the employer must formulate a labor utilization plan. 

Accordingly, the employer must consult with the grassroots employee representative organization where such organization exists. The labor utilization plan must be publicly notified to employees within 15 days from the date of approval under Clause 2, Article 44 of this Code.

Based on Point b, Clause 3, Article 12 of Decree No. 12/2022/NĐ-CP, an employer violating the above regulations may be subject to an administrative fine ranging from 5,000,000 VND to 10,000,000 VND.

3. What additional legal procedures must be satisfied for an enterprise merger dossier involving a foreign investor?

An enterprise merger dossier involving a foreign investor must satisfy several additional legal procedures.

First, in order for a foreign investor to merge with a domestic enterprise, the investor must satisfy the conditions under Clause 3, Article 21 of the Law on Investment 2025 and implement procedures for registration of share purchase or capital contribution acquisition.

Depending on each case, the enterprise may also be required to:

  • Adjust the Investment Registration Certificate if the project already has investment registration under Clause 2, Article 33 of this Law;
  • Obtain investment policy approval if falling under cases requiring approval under Articles 30, 31, and 32 of this Law.

Under the latest regulations, an enterprise merger dossier involving foreign elements is not limited to enterprise procedures but must also comply with investment law procedures.

4. What risks arise if the enterprise merger dossier does not complete tax finalization before the merger?

Pursuant to Point b, Clause 2, Article 17 of the Law on Tax Administration 2025, the enterprise must complete tax finalization and fulfill tax obligations before termination of operations of the merged company. If not completed, the enterprise may be refused confirmation of tax obligation completion by the tax authority, resulting in the merger dossier not being legally finalized.

The receiving company must assume all outstanding tax obligations, including taxes, late payment interest, and penalties (if any). It creates financial risks and may affect post-merger operations.

Failure to complete tax finalization before the merger not only disrupts legal procedures but also transfers all tax-related risks to the receiving company.

5. How can an enterprise handle a merger dossier rejected due to missing legal documents of participating parties?

Pursuant to Clause 3, Article 55 of Decree No. 168/2025/NĐ-CP, when a dossier is rejected or requires supplementation, the business registration authority shall issue a notice clearly stating the reasons and required amendments or supplements.

At that time, the enterprise must review and fully supplement the missing legal documents, such as documents proving the legal status of the enterprises participating in the merger, valid resolutions/meeting minutes, or documents related to merger approval. Where missing documents are due to incomplete internal procedures or invalid documents, the enterprise must repeat the internal process (meeting, approval, execution) to ensure the legality of the dossier. After that, the enterprise may resubmit the completed dossier within the period specified in the notice without having to restart the entire procedure from the beginning.

Therefore, when an enterprise merger dossier is rejected due to missing legal documents, the appropriate solution is to promptly supplement and complete it in accordance with the requirements of the business registration authority.

V. Are you looking for a reputable legal expert to support issues related to enterprise merger dossiers?

Preparing an enterprise merger dossier requires precision and a thorough understanding of legal regulations in order to avoid unnecessary risks. NPLaw, with its team of experienced legal experts, is ready to support enterprises from consultation and dossier review to representation in implementing procedures. We are committed to providing effective legal solutions that save time and costs. Partnering with NPLaw helps enterprises confidently navigate every step of the merger process.

An enterprise merger dossier is not merely an administrative procedure but also an important legal foundation determining the success of the restructuring process. Thorough, accurate preparation in compliance with legal regulations helps enterprises ensure legality, minimize risks, and improve post-merger efficiency. Therefore, enterprises should proactively review and complete their enterprise merger dossiers carefully to ensure that the implementation process proceeds smoothly and sustainably.

The above information is for reference purposes only. Should Clients require consultation regarding specific cases, please contact NPLaw Firm for immediate legal advice.