The notification of enterprise merger: detailed guidance and relevant procedures

Issuing a notification of enterprise merger is an important step in the consolidation process, helping enterprises comply with the law and protect the rights and interests of shareholders, creditors, and other related parties. The following article provides detailed guidance on notification of enterprise mergers, including the concept, minimum required contents, template requirements, signing authority, and relevant legal regulations, while also highlighting methods to minimize legal risks when implementing such a procedure.

I. Introduction to issues related to notification of enterprise merger 

During the process of development and expansion, many enterprises choose mergers as a solution to optimize resources, enhance competitiveness, and improve organizational structure. However, a merger is not merely an internal business decision but also involves important legal procedures, among which the notification of enterprise merger is a main step.

Such a notification not only enables competent authorities to monitor the consolidation process but also ensures the legitimate rights and interests of shareholders, creditors, and related parties. A clear understanding of issues related to notification of enterprise merger  helps enterprises implement the procedure in compliance with legal regulations, thereby avoiding unnecessary legal risks and disputes.

II. Understanding notification of enterprise merger 

1. What is a notification of enterprise merger, and how does it differ from a notification of changes in enterprise registration?

A notification of enterprise merger is a document prepared by an enterprise to notify the business registration authority and relevant parties of the merger between two or more enterprises for the purpose of consolidating assets, rights, and obligations of the involved parties.

The differences between an notification of enterprise merger and a notification of changes in enterprise registration are as follows:

• A notification of changes in enterprise registration only records changes to registration contents (for example: Company name, head office address, business lines, or legal representative).
• A notification of enterprise merger relates to the entire consolidation process, including the transfer of rights, obligations, and relationships with shareholders and creditors; thus, it requires more detailed presentation and carries greater legal significance.

Understanding this concept and distinction helps enterprises prepare the correct type of notification, ensuring that the merger procedure proceeds smoothly, lawfully, and with minimized dispute risks.

2. What are the minimum contents that should be included in a notification of enterprise merger?

A notification of enterprise merger should include at least the following contents:

• Information of the enterprises participating in the merger: Enterprise name, enterprise code, and head office address.
• Merger decision: Legal basis and the resolution of the Board of Directors or General Meeting of Shareholders regarding the merger.
• The receiving enterprise: Name, enterprise code, head office, and capital structure after the merger.
• The effective date of the merger and the method of notification to relevant parties (shareholders, creditors, etc.).
• List of authorized representatives signing the notification and contact information.

Including all the above items helps ensure that the notification of enterprise merger is complete, lawful, and transparent, creating a legal basis for registration authorities and relevant parties to examine and process the matter in accordance with regulations.

3. Is notarization or certification of signatures required for the notification template of enterprise merger?

The notification template of enterprise merger is not required to be notarized or certified; however, it must ensure that the signatures of the legal representatives of the enterprises participating in the merger are lawful and executed by persons with proper authority.

However, in certain cases:

• If the notification is submitted to banks, tax authorities, or creditors who specifically require it, notarization or certification may be necessary to enhance legal validity.
• Notarization/certification helps reduce the risk of disputes related to signatures or signing authority.

Although not mandatory, notarization or certification of signatures in certain cases is a legal safeguard that helps enterprises avoid disputes or refusals from competent authorities or related parties.

4. Who is responsible for drafting and signing the notification of enterprise merger  within the company?

Pursuant to Article 201 of the Law on Enterprise 2020 (amended in 2025), the legal representative of the company is responsible for drafting and signing the notification, ensuring compliance with legal procedures and protecting the rights and interests of shareholders, creditors, employees, and related parties.

• Drafting the notification: The companies participating in the merger (the merged company and the receiving company) prepare the merger agreement and the draft Charter of the receiving company, including the preparation of notifications to creditors and employees regarding the merger (Points a and b, Clause 2).
• Signing the notification: The legal representative of the enterprise (Chairperson of the Board of Directors, Director, or General Director depending on the enterprise type) signs the notification before it is submitted to the business registration authority and relevant parties and takes legal responsibility for its contents.

Clearly determining the responsibility for drafting and signing the notification in accordance with Article 201 of the Law on Enterprise 2020 (as amended and supplemented in 2025) helps enterprises carry out the procedure lawfully and transparently, while minimizing disputes with shareholders, creditors, and management authorities.

III. Legal regulations related to notification of enterprise merger 

1. What is the procedure for handling a notification of enterprise merger if the registration authority requests supplementation or amendment?

When the Business Registration Authority examines the enterprise merger dossier and finds that the information is incomplete or requires amendment, the enterprise shall proceed as follows:

• Receiving the request for supplementation or amendment from the business registration authority based on the enterprise registration dossier for the consolidated, merged, divided, or separated company (Clause 3, Article 25 of Decree No. 168/2020/ND-CP).
• Amending the dossier: The enterprise revises the merger agreement and notifications to creditors and employees, ensuring full compliance with Clause 2, Article 201 of the Law on Enterprise 2020 (amended and supplemented in 2025), including enterprise information, labor utilization plans, asset transfer methods, and capital contribution arrangements.
• Submitting the supplementary/amended dossier within the prescribed time (usually 10 working days from the date of receiving the request).
• The business registration authority re-examines the dossier and updates the legal status of the merged company and changes to the registration contents of the receiving company in the National Enterprise Registration Database (Clause 4, Article 201 of the Law on Enterprise 2020).

Compliance with the supplementation and amendment process under Decree No. 168/2020/ND-CP and the Law on Enterprise 2020 (as amended and supplemented in 2025) helps enterprises ensure lawful and transparent procedures, protect the rights and interests of shareholders, creditors, and employees, and minimize legal risks.

3. What are the common content errors in the notification of enterprise merger that may lead to disputes?

When preparing the notification of enterprise merger, if the enterprise fails to ensure complete and accurate information, disputes may arise with shareholders, creditors, and employees. Common errors include:

• Lack of information regarding participating companies: Failure to clearly state the name and head office address of the merged company or the receiving company (Clause 2, Article 201 of the Law on Enterprise 2020 as amended and supplemented in 2025).
• Missing or incorrect merger agreement contents: Failure to clearly specify merger procedures, labor utilization plans, methods and timelines for transferring assets, capital contributions, shares, and bonds (Clause 2, Article 201 of the Law on Enterprise 2020, amended in 2025).
• Failure to notify creditors or employees within the prescribed time: According to regulations, the merger agreement must be sent to all creditors and employees must be notified within 15 days from the approval date (Clause 2, Article 201 of the Law on Enterprise 2020, amended in 2025).
• Incorrect or missing signature of the legal representative: The notification must be signed by the legal representative of the enterprise (Chairperson of the Board of Directors, Director, or General Director); otherwise, it will be considered invalid.
• Incomplete dossier submitted to the registration authority: Failure to attach copies or originals of resolutions or decisions approving the merger agreement, resulting in requests for supplementation (Article 25 of Decree No. 168/2020/ND-CP).

Avoiding the above errors helps enterprises ensure lawful procedures, reduce dispute risks, protect the rights and interests of shareholders, creditors, and employees, and facilitate enterprise registration for the receiving company.

IV. Questions related to the notification of enterprise merger 

1. Which regulatory authorities are responsible for receiving or reviewing the contents of the notification of enterprise merger under current regulations?

Pursuant to Article 20 of Decree No. 168/2020/ND-CP, the authorities responsible for receiving, reviewing, and supervising the notification of enterprise merger include:

Provincial-level Business Registration Authority

• This authority is under the Department of Finance or the Management Board of High-Tech Parks.
• Its duties include receiving dossiers, examining validity, granting or refusing enterprise registration, providing procedural guidance, and updating information in the National Enterprise Registration Database.
• It has its own account and seal and may establish dossier reception and result-return points within the province.

Commune-level Business Registration Authority

• This authority is the Economic Division (for communes and special administrative zones) or the Economic – Infrastructure and Urban Division (for wards and Phu Quoc special zone).
• Its duties include receiving dossiers at the local level for enterprise registration purposes and it also has its own account and seal.

Coordination mechanism between authorities

• Where the merged company has its head office in another province, the provincial registration authority where the receiving company is located shall notify the registration authority where the merged company is located to update the legal status of the merged company, ensuring complete and accurate information.

The receipt and review of the notification of enterprise merger are primarily executed by provincial-level and commune-level business registration authorities, ensuring transparent and lawful merger procedures and protecting the rights and interests of shareholders, creditors, and employees.

2. What is the minimum time limit for sending the notification of enterprise merger to creditors or persons with rights and obligations?

Pursuant to 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 send the merger agreement to all creditors and notify employees within 15 days from the date of approval. It is the mandatory minimum period to ensure that relevant parties can promptly access the information and exercise their rights and obligations.

Compliance with legal regulations during the enterprise merger process is necessary to ensure transparency, legality, and risk mitigation for both the enterprise and related parties.

3. What are the legal consequences of failing to send or delaying the sending of the notification of enterprise merger to creditors?

Pursuant to Clause 2, Article 201 of the Law on Enterprise 2020 0(amended and supplemented in 2025), enterprises are obligated to send the merger agreement to all creditors and notify employees within 15 days from the approval date. Failure to comply or late compliance may result in the following legal consequences:

- Administrative sanctions:

Violations include failure to notify, delayed notification, or delayed registration of changes to enterprise registration contents.

Penalty levels under Article 44 of Decree No. 122/2021/ND-CP:

• Delay of 1–10 days: warning
• Delay of 11–30 days: 3,000,000 VND – 5,000,000 VND 
• Delay of 31–90 days: 5,000,000 VND – 10,000,000 VND 
• Delay of more than 91 days: 10,000,000 VND – 20,000,000 VND 
• Failure to register: 20,000,000 VND – 30,000,000 VND 

Remedial measures: Compulsory completion of notification procedures and registration of changes to the Enterprise Registration Certificate.

- Civil liability:

• Compensation for damages to creditors, shareholders, and employees (Article 13 of the Civil Code 2015).
• The receiving company inherits all asset obligations, debts, and contracts of the merged company (Point c, Clause 2, Article 201 of the Law on Enterprise 2020).

- Criminal liability (if serious):

• 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

- Dispute risks and financial obligations:

• Creditors may lose the opportunity to timely request payment or security for obligations.
• Contract disputes, debt disputes, reputational damage, and operational disruption may arise.

4. How are shareholders’ rights to initiate lawsuits or complaints regarding the contents of the notification of enterprise merger exercised?

During the implementation of the notification of enterprise merger, if shareholders believe that their lawful rights and interests are adversely affected, they have the right to file complaints or initiate legal proceedings in accordance with the law.

Specifically, pursuant to Article 151 of the Law on Enterprise 2020 (amended and supplemented in 2025), within 90 days from the date of receipt of the resolution, meeting minutes, or vote-counting record, a shareholder or group of shareholders has the right to request the Court or Arbitration to cancel all or part of the resolution of the General Meeting of Shareholders if the procedures, order, or contents of the merger resolution violate the law or the company’s Charter.

In addition, pursuant to Article 166 of the Law on Enterprise 2020 (amended and supplemented in 2025), shareholders have the right to initiate legal proceedings against enterprise managers if the preparation and issuance of merger notifications lack transparency or contain misleading information causing damage. Shareholders may also file complaints with the business registration authority under Article 21 of the Law on Enterprise 2020 (amended and supplemented in 2025) to request examination and supervision of the legality of the merger dossier.

5. How can an enterprise correct mistakes and minimize risks when receiving a sanction decision for issuing an incorrect or delayed notification of enterprise merger?

When receiving a penalty decision due to incorrect or delayed issuance of the notification of enterprise merger, the enterprise should promptly implement remedial measures to minimize legal risks.

First, the enterprise must comply with the sanction decision and implement remedial actions under Article 44 of Decree No. 122/2021/ND-CP, including supplementing, correcting, and re-sending the notification in accordance with regulations, and registering changes to enterprise registration contents if still outstanding.

In addition, the enterprise should review the entire merger dossier, especially the merger agreement under Clause 2, Article 201 of the Law on Enterprise 2020 (amended and supplemented in 2025), to ensure that all mandatory contents are included, such as enterprise information, labor utilization plans, and asset transfer arrangements. Proactively re-notifying creditors, employees, and related parties is also necessary to minimize disputes and protect the rights of all parties.

Furthermore, the enterprise should establish an internal control process, clearly assign responsibilities to the legal representative for signing and issuing notifications, and may consult legal experts to ensure full compliance with regulations. If the enterprise disagrees with the sanction decision, it has the right to file a complaint or initiate an administrative lawsuit in accordance with laws on complaints and administrative procedures.

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

Implementing the notification of enterprise merger requires strict compliance with legal regulations; any mistakes may lead to penalties or disputes. Therefore, enterprises should seek reputable legal experts for assistance in drafting dossiers, reviewing procedures, and ensuring compliance with legal requirements. Professional legal support helps enterprises save time, reduce risks, and ensure that the merger process is conducted lawfully and effectively.

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