Project transfer and business purchase and sale consulting services

1. How to advise on project transfer?

Project transfer often brings many difficulties and problems. Therefore, businesses need to use professional project transfer consulting services. This helps save time and effort while ensuring maximum benefits.

1.1. Project transfer documents

Full project transfer documents include:

• Application for project transfer from the old investor.
• Document permitting investment from a competent state agency.
• Project documents have been approved.
• Decision to approve the project.
• Land lease contract / land allocation decision / land use right certificate.
• Profile of new investor.
• Report on the project implementation process until transfer.
• Business registration with real estate business function.
• Commitment from the new investor when receiving project transfer. Specifically, it is responsible for fulfilling the obligations to the State and customers that the old investor has committed to.
• Document determining the financial capacity of the new investor.

1.2. Project transfer process

Project transfer procedures include the following 3 steps:

• Step 1: The enterprise submits the application for transfer to the provincial appraisal focal point where the project is located.
• Department of Construction: New urban area projects, housing projects, focal point for appraisal at the provincial level.
• Chairman of the Provincial People's Committee: Industrial park technical infrastructure project is appraised by the focal agency.
• Step 2: Maximum time to evaluate project transfer documents is 30 working days. Time is calculated from the date of receipt of complete and valid documents. The focal state management agency for appraisal at the provincial level is the appraiser.
• Step 3: The appraisal process ends, the appraisal focal agency submits it to the Provincial People's Committee. At that time, a decision will be made to allow project transfer according to authority. In other cases, it is submitted to the Prime Minister for consideration and decision.

1.3. Project handover and transfer procedures between old and new investors

Project handover and transfer procedures between old and new investors include 2 steps:

• Step 1

New and old investors must sign a project transfer contract. At the same time, complete the project handover. Maximum time is 30 days from the date of decision permitting transfer from the competent authority.

The new investor is responsible for implementing the project immediately upon receiving handover. The old investor hands over to the new investor all project documents. This includes a handover record and a list of documents. The handover of project land boundary markers on the ground must be based on land law regulations.

• Step 2

Before carrying out handover procedures, the old investor must notify customers and the mass media in writing. Time before 15 days. Specifically, at least 3 consecutive issues of a newspaper published locally/centrally. Website of the focal appraisal agency at the provincial level where the project is located (if any). Content of notification about project transfer and customer rights.

2. Business purchase and sale consulting services

What is business buying and selling? It is the process of transferring ownership and management of a business from seller to buyer. In which the buyer has the right to buy back part or all of the assets, shares, and ownership of the business.

2.1. Consulting on buying and selling private businesses

Buying and selling businesses only applies to private enterprises according to Article 192 of the Enterprise Law 2020.

• Subject
• The entity with the right to sell is the owner of a private enterprise.
• The subject with the right to buy is any individual or organization with the conditions.
• Change of private business owner
• The buyer must register to change the owner of the private enterprise according to the provisions of Article 54 of Decree 01/2021/ND-CP. Note that buyers do not need to carry out business registration procedures.
• Legal responsibility: After sale, the private business owner is still responsible for:
• Debts.
• Other property obligations arising during the period before the date of business transfer.
• If the seller, buyer, or creditor has another agreement, the agreement must be followed.

2.2. Procedures for transferring other types of companies

Other types of businesses do not have regulations on reselling businesses. Accordingly, there are only regulations for transferring all or part of the capital/shares to another person. In addition, there will be procedures for consolidation, merger, and separation of businesses.

Procedures for transferring a Joint Stock Company are prescribed in Article 127 of the Enterprise Law 2020:

• Shareholders sell shares to other organizations/individuals.
• Shares are freely transferable except for the provisions of Clause 3, Article 120 of the Enterprise Law 2020 and the Company Charter. As for the company's charter, if there are regulations restricting transferable shares, it must be clearly stated in the corresponding shares.
• Form: Contract / transaction on the stock exchange.
• Conditions: The company registers changes in shareholders in the shareholder register according to the request of relevant shareholders. Maximum time limit of 24 hours from receipt of request.
• In case of restriction on transfer of shares: The period is 3 years from the date the company is granted a Business Registration Certificate. Common shares of founding shareholders are self-transferable to other founding shareholders. In case you want to transfer to a person who is not a founding shareholder, it must be approved by the General Meeting of Shareholders according to Clause 3, Article 120 of the Enterprise Law 2020.

The procedure is simple because there is only 1 owner. But the transfer of contributed capital must carry out the procedure to convert to the converted company type. Specifically, a limited liability company with 1 member or more or a joint stock company. If the company transfers all contributed capital to another individual, procedures for changing the owner must be carried out.

Procedures for transferring a limited liability company from 2 members will be different. First offer to sell to other members of the company under the same conditions. At the same time, based on the capital contribution ratio.

In case no one buys or doesn't buy at all after 30 days from the date of sale. At this time, members have the right to transfer to individuals/organizations that are not members.

Vinh Ha Investment Consulting Company Limited is a unit that supports project transfer and business purchase and sale consulting services. Professional and accurate advice meets customer needs. With a team of highly qualified lawyers and consultants, the company is committed to helping customers feel satisfied.