A corporate merger resolution serves as an important legal basis governing the restructuring and consolidation of business operations among enterprises. However, not every enterprise fully understands the applicable regulations, the authority to issue such resolutions, or the related legal risks. The following article provides a comprehensive analysis of corporate merger resolutions, including their legal nature, essential contents, statutory requirements, and common practical issues, thereby enabling enterprises to proactively manage risks and ensure compliance with prevailing laws.

I. Introduction to issues relating to corporate merger resolutions

A corporate merger resolution is a significant decision in the process of corporate reorganization, serving as the legal foundation for the consolidation of operations and the transfer of rights and obligations among relevant parties. The issuance of such a resolution must comply with the proper authority, procedures, and applicable legal provisions in order to possess legal validity. In addition, a corporate merger resolution directly affects the rights and interests of shareholders, employees, and other related parties. 

Thus it can be seen that a corporate merger resolution not only carries corporate governance significance but also constitutes a core legal instrument in the merger process. Enterprises should carefully prepare and strictly comply with legal regulations to ensure both legality and implementation efficiency.

II. Understanding corporate merger resolutions

1. What is a corporate merger resolution and what is its legal effect?

A corporate merger resolution is a decision adopted by the competent body within an enterprise to approve the merger transaction. Specifically, the merger dossier must include a resolution obtaining approval of the merger under Points b and c, Clause 2, Article 55 of Decree No. 168/2025/ND-CP.

A corporate merger resolution constitutes a mandatory basis for implementing merger procedures. At the same time, such resolution also serves as the legal ground for the transfer of all assets, rights, and obligations of the merged company to the receiving company, thereby ensuring the legal effectiveness of the corporate reorganization process.

A corporate merger resolution is not merely an internal corporate decision but also a mandatory legal condition for the merger to be recognized and become legally effective in practice.

2. What essential contents should a corporate merger resolution include in order to be easily understood by shareholders?

A corporate merger resolution should be drafted in a clear and comprehensive manner to enable shareholders to understand the nature of the transaction. The contents of the resolution must correspond with the merger agreement (Point a, Clause 2, Article 201 of the Law on Enterprise 2020, as amended and supplemented in 2025) and the core issues relating to corporate reorganization, including:

  • Name and head office address of the receiving company and the merged company;
  • Procedures and conditions for the merger;
  • Labor utilization plan;
  • Methods, procedures, timelines, and conditions for converting assets, capital contributions, shares, and bonds of the merged company into capital contributions, shares, and bonds of the receiving company;
  • Timeline for implementation of the merger.

3. Who has the authority to propose and to issue a corporate merger resolution?

The authority to propose a corporate merger belongs to the management and executive bodies within the enterprise. Specifically, in a joint-stock company, the Board of Directors has the authority to determine strategies and development plans and to submit corporate reorganization plans to the General Meeting of Shareholders under Point p, Clause 2, Article 153 of the Law on Enterprise 2020, as amended and supplemented in 2025. Similarly, in a limited liability company (“LLC”), the Members’ Council or the company owner has the authority to propose merger plans under Point l, Clause 2, Article 55 and Point m, Clause 1, Article 75 of the same Law.

With respect to the authority to issue a corporate merger resolution, under Point b, Clause 2, Article 201 of the Law on Enterprise 2020, as amended and supplemented in 2025, the members, company owners, or shareholders of the relevant companies shall approve the merger transaction. In addition, Clause 1, Article 148 (applicable to joint-stock companies) and Clause 2, Article 59 (applicable to multi-member LLCs) of the Law on Enterprise 2025, the General Meeting of Shareholders or the Members’ Council is the competent authority to adopt resolutions on corporate reorganization.

Accordingly, the internal management body shall have the authority to propose a corporate merger resolution depending on each specific case.

4. Is a corporate merger resolution required to obtain opinions or approval from minority shareholders? Why?

A corporate merger resolution is not required to obtain opinions or approval from minority shareholders if the resolution has been duly passed in accordance with the voting ratio prescribed in the company charter and Point b, Clause 2, Article 201 of the Law on Enterprise 2020, as amended and supplemented in 2025. However, if the resolution directly affects the rights and interests of minority shareholders, such as ownership ratios, dividend entitlements, or pre-emptive rights to purchase shares, notifying or consulting minority shareholders is recommended based on the principle of protecting minority shareholders’ interests under Article 110 of the same Law.

Minority shareholders do not possess a direct veto right over merger resolutions; however, enterprises should still take their interests into consideration in order to ensure a transparent and lawful merger process while minimizing legal risks.

III. Legal regulations relating to corporate merger resolutions

1. What legal conditions does the Law on Enterprise impose on corporate merger resolutions?

A corporate merger resolution must satisfy all legal conditions in order to be legally effective. First, the resolution must be approved by the competent authority as discussed above for each type of enterprise. At the same time, the resolution must be associated with the merger agreement and clearly reflect the labor utilization plan as well as the transfer of assets, rights, and obligations among the parties, thereby ensuring transparency and legal basis (Point a, Clause 2, Article 201 of the Law on Enterprise 2020, as amended and supplemented in 2025).

In summary, a corporate merger resolution shall only be legally effective when it fully satisfies the requirements regarding authority, contents, and legal compliance, while safeguarding the legitimate rights and interests of relevant parties.

2. What are the procedures for registration and disclosure of corporate merger resolutions under current regulations?

After a corporate merger resolution has been adopted, the enterprise must implement registration and disclosure procedures in order for the resolution to become legally effective and be recorded in the dossiers maintained by competent state authorities.

  • Registering amendments to enterprise registration contents for the receiving company under Article 55 of Decree No. 168/2025/ND-CP. The enterprise must prepare a complete dossier and submit it to the provincial business registration authority in accordance with Clause 3 of this Article.
  • Where the dossier is invalid or incomplete, the provincial business registration authority shall issue a written notice specifying the contents requiring amendment or supplementation. The business registration authority shall then update the legal status of the merged company in the National Enterprise Registration Database and implement amendments to the enterprise registration contents of the receiving company under Clause 4, Article 201 of the Law on Enterprise 2020, as amended and supplemented in 2025.

3. What common mistakes may cause a corporate merger resolution to be revoked or declared invalid?

  • Violations relating to authority to issue the resolution: If the resolution is issued by an unauthorized entity, it constitutes a direct ground for declaring the resolution invalid. 
  • Another significant error is the failure to comply with procedures for convening meetings and adopting resolutions: Examples include failure to send meeting notices within the prescribed timeline, incomplete meeting notices, failure to provide documents relating to the merger plan, or organizing meetings in violation of statutory quorum requirements.
  • The contents of a merger resolution may also be revoked if they violate the law or contravene the company charter: For instance, if the merger plan fails to protect the interests of creditors or employees, or if it is intended to evade financial obligations.

IV. Questions relating to corporate merger resolutions 

1. When a corporate merger resolution involves a foreign-invested enterprise, which authority’s approval is required?

If a corporate merger resolution involves foreign investment elements, approval depends on whether the transaction leads to procedures for registering investment policy or capital contribution or share acquisition under Article 24 of the Investment Law 2025. Foreign investors must implement registration procedures in accordance with Article 36 of Decree No. 96/2026 at the Department of Finance if the merger results in an increase in ownership ratio in conditional business sectors or changes the control rights over the enterprise.

In conclusion, not every merger resolution involving foreign elements requires “approval”; however, if the transaction changes ownership ratios or relates to conditional business sectors or projects, procedures with the competent investment registration authority are mandatory.

2. How should a corporate merger resolution provide for post-merger dispute resolution mechanisms?

A corporate merger resolution should clearly provide for dispute resolution mechanisms to ensure feasibility during implementation. Accordingly, the contents of the resolution should include the fundamental contents of the merger agreement (Point a, Clause 2, Article 201 of the Law on Enterprise 2020, as amended and supplemented in 2025). Enterprises should supplement provisions concerning mechanisms for resolving disputes arising after the merger in order to avoid legal gaps.

Specifically, such mechanisms should clearly determine: The dispute resolution authority (Court or Commercial Arbitration), governing law, negotiation and mediation procedures prior to litigation, and principles for allocating obligations among the parties after the merger.

Although the law does not mandatorily require detailed provisions on such matters within the resolution, clearly stipulating dispute resolution mechanisms remains necessary in order to minimize risks and ensure effective implementation of the merger resolution.

3. Are disputes relating to the implementation of a corporate merger resolution resolved by courts or arbitration?

Disputes arising during the implementation of a corporate merger resolution may be resolved by either the Court or Commercial Arbitration, depending on the lawful choice of the parties. Pursuant to Clause 1, Article 5 of the Law on Commercial Arbitration 2010, disputes may only be resolved through arbitration where the parties have an arbitration agreement (in the merger agreement or relevant documents). In such a case, the procedures for dispute resolution shall comply with the rules of the arbitration center selected by the parties.

Conversely, if no arbitration agreement exists or if such agreement is invalid, the dispute shall fall under the jurisdiction of the Court under Article 30 of the Civil Procedure Code 2015, as amended and supplemented in 2025, regarding jurisdiction over commercial and business disputes. In such circumstances, the dispute resolution process shall proceed through litigation procedures including filing of lawsuits, acceptance of cases, mediation, and trial.

4. If a corporate merger resolution lacks legal opinions or independent audit reports, will it become invalid? Why?

The absence of legal opinions or independent audit reports does not automatically make a corporate merger resolution invalid. There are no legal provisions mandating that merger resolutions must be accompanied by such opinions or reports. The validity of the resolution primarily depends on authority, voting ratios, and compliance with procedures for adoption.

However, where the absence of such opinions or reports results in incomplete or misleading disclosure of information, thereby affecting the voting rights of shareholders/members or causing damage to relevant parties, the resolution may be subject to cancellation under provisions protecting shareholders’ rights under Article 151 of the Law on Enterprise 2020, as amended and supplemented in 2025.

5. If a corporate merger resolution changes employees’ rights and interests without agreement, how may employees file complaints?

If a corporate merger resolution changes employees’ rights and interests without agreement, employees are entitled to file complaints and request protection of their lawful rights. Pursuant to Clause 1, Article 43 of the Labor Code 2019, enterprises are required to formulate a labor utilization plan upon merger; if employees’ lawful rights are not guaranteed, employees have the right to object.

With respect to procedures, employees may first file complaints directly with the employer. If no resolution is reached, they may request mediation by a labor mediator; failing such mediation, they may request resolution by the Labor Arbitration Council or the Court under Clause 1, Article 188 of the same Code.

Employees possess full rights to file complaints, request mediation, or initiate lawsuits to protect their lawful interests when adversely affected by an unlawful merger resolution.

V. Are you looking for a reputable legal expert to assist with issues relating to corporate merger resolutions?

If you require in-depth legal assistance relating to corporate merger resolutions, selecting a reputable advisory firm is a crucial factor in minimizing legal risks. With extensive practical experience and a team of lawyers specializing in corporate law, NPLaw provides comprehensive consulting solutions ranging from dossier review to handling arising legal issues. It is an appropriate choice for enterprises seeking to ensure legal compliance and optimize efficiency throughout the merger process.

Corporate merger resolutions play a vital role in ensuring the legality and effectiveness of corporate restructuring processes. Enterprises should thoroughly understand applicable regulations, comply with proper procedures, and proactively control arising risks in order to avoid unnecessary disputes. Adequate preparation and strict compliance will enable corporate merger resolutions to achieve both legal validity and practical effectiveness.

The above information is provided for reference purposes only. Should clients require advice on specific cases, please contact NPLaw Firm for immediate assistance.