Legal regulations on the enterprise merger application form that enterprises should know

In the context of increasingly common corporate restructuring and expansion activities, the enterprise merger application form is considered one of the essential documents in the legal dossier. Understanding the contents, legal regulations, and proper drafting method of such a document not only enables enterprises to comply with procedural requirements but also helps minimize potential legal risks arising during the merger process.

I. The current demand for enterprise merger application forms

Within an increasingly competitive economy and the growing trend of corporate restructuring, the demand for preparing enterprise merger application forms has risen significantly. A merger not only enables enterprises to expand their operational scale and optimize resources but also enhances their competitiveness in the market.

During such a process, the enterprise merger application form serves as an important component of the registration dossier, reflecting the intention of the enterprises involved and constituting the basis upon which competent authorities review and process the merger procedure. Therefore, preparing a complete and legally compliant application dossier not only facilitates a smooth merger process but also limits potential legal risks that may arise.

II. Understanding the enterprise merger application form

1. What is an enterprise merger application form and what is its purpose?

An enterprise merger application form is a document established by an enterprise and submitted to the business registration authority when implementing merger procedures, based on the fact that the parties have approved the merger agreement and enterprise registration in accordance with Point b, Clause 2, Article 201 of the Law on Enterprise 2020 (as amended and supplemented in 2025).

Regarding its purpose, the enterprise merger application form is intended to request the competent authority to officially recognize the merger and update the legal status of the enterprises involved, including the termination of the merged company’s existence and the transfer of all rights and obligations to the acquiring company. It serves as the basis for completing enterprise registration procedures in accordance with the law.

2. How does the enterprise merger application form differ from merger meeting minutes or merger resolutions?

The enterprise merger application form is an administrative document submitted to the business registration authority to request official recognition of the merger, whereas merger meeting minutes or merger resolutions are internal corporate documents evidencing that members, shareholders, or the board of directors have discussed and approved the merger plan. Specifically:

• Merger meeting minutes: It records the meeting process, discussions, and voting results of members/shareholders regarding the merger and serves as an internal basis for preparing other legal documents.
• Merger resolution: It is the official decision issued by the owner, board of directors, or general meeting of shareholders approving the merger and carries legal validity within the enterprise.
• Merger application form: It is a document submitted to the business registration authority for administrative purposes, including updating the legal status of the enterprises, terminating the existence of the merged company, and recognizing the rights and obligations of the acquiring company (under Clause 2 Article 201 of the Law on Enterprise 2020, as amended and supplemented in 2025).

3. What mandatory contents must be included in an enterprise merger application form?

A legally valid enterprise merger application form should include the following essential contents to ensure that the dossier is complete and accepted by the business registration authority:

• Information on the parties involved: Name, head office address, and enterprise code of both the acquiring company and the merged company.
• Purpose and reasons for the merger: A concise explanation of the reasons and objectives of the merger.
• Merger plan: Including the method for converting assets, capital contributions, shares, or bonds of the merged company into those of the acquiring company; implementation timeline; and labor utilization plan.
• Commitment to legal compliance: Confirmation that the parties have notified creditors and employees and have complied with legal regulations governing mergers.
• List of enclosed documents: Meeting minutes, shareholders’ resolutions, merger agreement, draft charter of the acquiring company, and other relevant legal documents.
• Signatures and certification: Signatures of the legal representatives of the involved parties and, where required, notarization or certification in accordance with legal regulations.

4. How should an enterprise merger application form be drafted to protect the rights of minority shareholders?

When drafting an enterprise merger application form, protecting the rights of minority shareholders is an important factor in preventing future legal disputes. Several main considerations include:

• Clearly specifying the voting ratio and approval results: Pursuant to Clause 2, Article 201 of the Law on Enterprise 2020 (as amended and supplemented in 2025), the application should clearly state the proportion of shareholders/members approving the merger plan to ensure that the rights of minority shareholders are respected.
• Providing a transparent share conversion plan: All shares held by minority shareholders must be converted, exchanged, or paid based on fair value as agreed upon by the parties or determined through independent valuation.
• Recording reserved rights: If minority shareholders have the right to refuse the merger or request share repurchase under applicable law, such rights should be expressly stated in the application form.
• Attaching relevant minutes and resolutions: Meeting minutes, resolutions, merger agreements, and asset valuation reports must be transparent and demonstrate that minority shareholders were duly notified and consulted.
• Obtaining legal consultation prior to dossier submission: Lawyers or legal experts should review the application form to ensure that its provisions do not infringe upon the rights of minority shareholders and comply with applicable laws.

III. Legal regulations relating to the enterprise merger application form

1. How does the Law on Enterprise regulate the preparation and submission of enterprise merger application forms?

Pursuant to Article 201 of the Law on Enterprise 2020 (as amended and supplemented in 2025), the preparation and submission of an enterprise merger application form must comply with the following regulations:

Preparation of the merger application form:

• The companies participating in the merger must prepare an enterprise merger application form together with the merger agreement and the draft charter of the acquiring company.
• The application form and accompanying dossier must fully contain fundamental information regarding the acquiring company and the merged company, the capital conversion plan, shareholders’ rights, labor obligations, assets, liabilities, timeline, and merger conditions.

Submission of the merger dossier:

• The dossier must be submitted to the provincial-level business registration authority where the acquiring company’s head office is located, in accordance with Article 20 of Decree No. 168/2025/ND-CP directly, by post, or through the electronic registration system.
• Within 03 working days, the business registration authority shall review the validity of the dossier: If the dossier is valid, it shall issue the Enterprise Registration Certificate to the acquiring company; if the dossier is incomplete or invalid, it shall issue a notice requesting amendment or supplementation.

Notification and disclosure:

• Upon completion of the procedure, the acquiring company must publicly announce the merger on the National Business Registration Portal pursuant to Clause 2, Article 32 of the Law on Enterprise 2020 (as amended and supplemented in 2025).

2. Which authority is responsible for receiving and reviewing enterprise merger application forms under current regulations?

Pursuant to Article 20 and Clause 3, Article 55 of Decree No. 168/2025/ND-CP, the authority responsible for receiving and reviewing enterprise merger application forms is the provincial-level business registration authority where the acquiring enterprise’s head office is located. Specifically:

Authorities receiving the dossier:

• The Business Registration Office under the Department of Finance for ordinary enterprises;
• The High-Tech Park Management Board if the enterprise’s head office is located within a high-tech park.

Authority to review the dossier: Within 03 working days from the date of receipt of the dossier, the business registration authority shall:

• Review the validity and completeness of the merger application form and accompanying documents;
• Issue the Enterprise Registration Certificate if the dossier is valid;
• Or issue a notice requesting amendment or supplementation if the dossier fails to satisfy legal requirements.

3. What common errors in enterprise merger application forms may lead to dossier rejection?

When submitting an enterprise merger application form, the dossier may be rejected by the business registration authority due to the following issues:

Incomplete dossier or incorrect forms

• Failure to include the merger application form, merger agreement, or draft charter of the acquiring company.
• Using incorrect dossier templates inconsistent with regulations issued by the business registration authority.

Inaccurate or inconsistent information in the dossier

• The enterprise name, address, charter capital, or business lines do not match previously registered enterprise information.
• Figures relating to assets, liabilities, shares, or capital contributions are inaccurate or incomplete, rendering the dossier invalid.

Failure to comply with legal procedures

• The merger application form has not yet been approved by the General Meeting of Shareholders or Members’ Council, or creditors and employees have not been notified in accordance with Article 201 of the Law on Enterprise 2020 (as amended and supplemented in 2025).

Lack of notarization or certification

• Documents have not been notarized or signatures certified where required by law.
• The signatures of the legal representatives of the involved companies are invalid.

Submission to the wrong authority or invalid submission method

• The dossier is submitted to an authority lacking jurisdiction, rather than the competent provincial-level or commune-level business registration authority as prescribed in Article 20 of Decree No. 168/2025/ND-CP.
• Failure to comply with prescribed submission methods, including direct submission, postal submission, or electronic registration.

Failure to attach licenses relating to conditional business sectors

• If the enterprise operates in conditional business sectors, the merger application form must be accompanied by relevant sub-licenses or confirmation documents.

IV. Questions relating to enterprise merger application forms

1. Is notarization or certification of signatures required for an enterprise merger application form?

Under the Law on Enterprise 2020 (as amended and supplemented in 2025), there is no mandatory requirement for notarization or certification of signatures on an enterprise merger application form. It means that enterprises may prepare, sign, and directly submit the application form to the business registration authority without notarization or certification. However, several important points should be noted:

• The signature of the legal representative on the application form must be lawful and within proper authority. The signatory is typically the Director, Chairman of the Board of Directors, or Chairman of the acquiring company in accordance with Articles 12 and 13 of the Law on Enterprise 2020 (as amended and supplemented in 2025).
• If the enterprise submits the application form together with the merger agreement, new charter, or other related documents, such documents may require notarization to ensure their legal validity, particularly where the rights of minority shareholders or third parties are involved.
• In cases where the enterprise operates in conditional business sectors (for example, insurance, banking, export activities, etc.), the competent regulatory authority may require additional sub-licenses or specialized permits. Such a requirement helps ensure that the application form is accepted and the dossier is not rejected.

2. If the enterprise operates in conditional business sectors, what additional information regarding sub-licenses should be included in the enterprise merger application form?

The Law on Enterprise 2020 (as amended and supplemented in 2025) and its guiding regulations do not require enterprises to specifically list sub-licenses in the enterprise merger application form. In principle, the application form mainly focuses on merger-related information, the merger agreement, the charter of the acquiring company, and matters relating to shareholders, assets, and obligations.

However, where the acquiring company operates in conditional business sectors (such as transportation services, pharmaceutical business, banking, real estate business, etc., as prescribed by specialized laws), the enterprise must continue to maintain all relevant sub-licenses and certificates of eligibility in accordance with sector-specific regulations.

When preparing the merger application form, enterprises should clearly specify their business lines and ensure compliance with all current licensing requirements, even if listing such licenses in the application form is not mandatory. It helps avoid legal risks or rejection of the dossier by competent authorities.

3. What legal steps relating to finance and taxation must be carried out when submitting an enterprise merger application form?

To lawfully conduct a corporate merger, completion of all financial and tax procedures is mandatory in order to ensure the rights and obligations of all parties involved. The required steps include:

- Step 1: Finalization of tax obligations of the merged company

• It includes value-added tax (VAT), corporate income tax (CIT), personal income tax (PIT), and other financial obligations.

- Step 2: Transfer of financial obligations to the acquiring company

• All tax obligations, contractual obligations, and financial rights of the merged company shall be transferred to the acquiring company in accordance with the merger agreement.

- Step 3: Confirmation of fulfillment of obligations by the tax authority

• The tax authority shall inspect and confirm that the merged company has fulfilled all financial obligations before its legal existence is terminated.

- Step 4: Termination of operations of branches, representative offices, and business locations

• All branches, representative offices, and business locations of the merged company must cease operations and notify the business registration authority before the merger process is finalized.

4. What are the legal consequences of failing to prepare or late submission or intentional declaration of false information of an enterprise merger application form?

The preparation and submission of an enterprise merger application form constitute important legal obligations intended to ensure the rights and obligations of all related parties while enabling state authorities to maintain transparent corporate administration and minimize risks relating to finance, taxation, and employees’ rights. Failure to comply, or delayed compliance, may result in the following legal consequences:

Administrative sanctions: Pursuant to Article 44 of Decree No. 122/2021/ND-CP, enterprises may be subject to sanctions depending on the severity of the violation:

• Violation from 1 - 10 days overdue: Warning.
• Violation from 11 - 30 days overdue: Fine ranging from 3,000,000 VND to 5,000,000 VND.
• Violation from 31 - 90 days overdue: Fine ranging from 5,000,000 VND to 10,000,000 VND.
• Violation from 91 days overdue or more: Fine ranging from 10,000,000 VND to 20,000,000 VND.
• Failure to register changes in enterprise information: Fine ranging from 20,000,000 VND to 30,000,000 VND.
• Remedial measures: Enterprises may be compelled to register amendments to the Enterprise Registration Certificate, branches, representative offices, and business locations in accordance with applicable regulations.

Civil liability: If delayed submission or failure to prepare the merger application form causes damage to shareholders, creditors, or other related parties, the enterprise must compensate for such damages pursuant to Article 13 of the Civil Code 2015.

Criminal liability (in serious cases):

• Article 174 of the Criminal Code 2015 (as amended in 2017 and 2025) - Fraudulent appropriation of property
• Article 341 of the Criminal Code 2015 (as amended in 2017 and 2025) - Forgery of seals or documents of agencies or organizations; use of forged seals or documents of agencies or organizations.

V. Are you looking for a reputable legal expert to assist with matters relating to enterprise merger application forms?

In practice, the preparation and submission of enterprise merger application forms require strict compliance with regulations governing enterprises, enterprise registration, taxation, and other relevant laws. Even a minor error in the dossier may result in rejection of the application, procedural delays, risks of administrative penalties, disputes with shareholders, or even civil and criminal liability for the enterprise and related individuals.

For this reason, having a reputable legal expert accompany the enterprise throughout the merger process - from drafting the merger application form and legal dossiers, reviewing the validity of documents, to assisting in resolving issues arising with registration authorities - is extremely important.