Tiếng Việt
Table of contents
1. Converting enterprise types according to the provisions of law
1.1 Converting a limited liability company into a joint stock company
1.2 Converting a joint stock company into a single-member limited liability company
1.3 Converting a joint stock company into a limited liability company with two or more members
1.4 Converting a private enterprise into a limited liability company, joint stock company, or partnership
2. Procedures for converting enterprise types according to the provisions of law
2.1 Documents for converting enterprise types
2.2 Procedures for changing company names
1. Converting business types according to the provisions of law
1.1 Converting a limited liability company into a joint stock company
Pursuant to Article 202 of the 2020 Enterprise Law on converting a limited liability company into a joint stock company:
“Article 202. Conversion of a limited liability company into a joint stock company
1. The conversion of a state-owned enterprise into a joint stock company shall comply with relevant laws.
2. A limited liability company can be converted into a joint stock company:
a) without raising additional capital from other organizations and individuals or selling stakes;
b) by raising additional capital from other organizations and individuals;
c) by selling all or part of the stakes to one or some organizations and individuals; or
d) combining the methods specified in Points a, b and c of this Clause and other methods.
3. The conversion shall be registered with the business registration authority within 10 days from the day on which the conversion is complete. Within 03 working days from the receipt of the application for conversion, the business registration authority shall reissue the Certificate of Enterprise Registration and update the company’s status to the national enterprise registration database.
4. The joint stock company obviously inherits all lawful rights and interests, debts including tax debts, employment contract and other obligations of the limited liability company.”
1.2 Converting a joint stock company into a single-member limited liability company
Pursuant to Article 203 of the 2020 Enterprise Law, which stipulates the conversion of a joint stock company into a single-member limited liability company:
“Article 203. Conversion of a joint stock company into a single-member limited liability company
1. A joint stock company can be converted into a single-member limited liability company as follows:
a) A shareholder receives all shares of the other shareholders;
b) A organization or individual other than a shareholder receives all shares of all shareholders;
c) Only 01 shareholder remains in the company.
2. The transfer or receipt of shares specified in Clause 1 of this Article shall be made at market value or a value determined by asset-based method or discounted cash flow method or another method.
3. Within 15 days from the occurrence of any of the events specified in Clause 1 of this Article, an application for conversion shall be submitted to the business registration authority where the enterprise is registered. Within 03 working days from the receipt of the application, the business registration authority shall issue the Certificate of Enterprise Registration and update the company’s status to the national enterprise registration database.
4. The limited liability company obviously inherits all lawful rights and interests, debts including tax debts, employment contract and other obligations of the joint stock company.”
1.3 Converting a joint stock company into a limited liability company with two or more members
Pursuant to Article 204 of the 2020 Enterprise Law, which stipulates the conversion of a joint stock company into a limited liability company with two or more members:
“Article 204. Conversion of a joint stock company into a multiple-member limited liability company
1. A joint stock company can be converted into a multiple-member limited liability:
a) without raising additional capital or selling stakes;
b) by raising additional capital from other organizations and individuals;
c) by transfer all or part of the shares to other organizations and individuals;
d) when only 02 shareholders remain in the company; or
dd) combining the methods specified in Points a, b and c of this Clause and other methods.
2. The conversion shall be registered with the business registration authority within 10 days from the day on which the conversion is complete. Within 03 working days from the receipt of the application for conversion, the business registration authority shall issue the Certificate of Enterprise Registration and update the company’s status to the national enterprise registration database.
3. The limited liability company obviously inherits all lawful rights and interests, debts including tax debts, employment contract and other obligations of the joint stock company.”
1.4 Conversion of a private enterprise into a limited liability company, joint stock company, or partnership
Pursuant to Article 205 of the 2020 Enterprise Law, which stipulates the conversion of a private enterprise into a limited liability company, joint stock company, or partnership:
“Article 205. Conversion of a sole proprietorship into a limited liability company, joint stock company or partnership
1. The owner of a sole proprietorship may convert it into a limited liability company, joint stock company or partnership if the following conditions are fully satisfied:
a) The sole proprietorship satisfies the conditions specified in Clause 1 Article 27 of this Law;
b) The owner makes a written commitment to take personal responsibility for all unpaid debts and pay them when they are due with all of his/her assets;
c) The owner has a written agreement with the parties of ongoing contracts that the new company will take over and continue executing these contracts.
d) The owner shas a written commitment or agreement with other limited partners to continue hiring the existing employees of the sole proprietorship.
2. Within 03 working days from the receipt of the application, the business registration authority shall consider issuing the Certificate of Enterprise Registration if the conditions specified in Clause 1 of this Article are fully satisfied and update the enterprise’s status to the national enterprise registration database.
3. The new company obviously inherits all rights and obligations of the sole proprietorship from the issuance date of the Certificate of Enterprise Registration. The owner of the sole proprietorship shall be personally responsible for all debts that are incurred before this day with all of his/her assets.”
2. Procedures for converting the type of enterprise according to legal regulations
2.1 Dossier for converting the type of enterprise
Pursuant to Article 26 of Decree 01/2021/ND-CP on business registration, which stipulates the dossier for business registration in cases of converting the type of enterprise:
“Article 26. Application for enterprise registration in case of conversion
1. In case of conversion from a sole proprietorship into a partnership, a limited liability company or a joint-stock company, the application for registration of conversion shall include the documents specified in Articles 22, 23 and 24 hereof but exclude the investment registration certificate specified in Point b Clause 4 Article 22, Point c Clause 4 Article 23 and Point c Clause 3 Article 24 hereof. The application must be also include the following documents:
a) The sole proprietor’s written commitment to take personal responsibility for all unpaid debts and pay them when they are due with all of his/her assets;
b) The written agreement made between the sole proprietor and parties of ongoing contracts that the new company will take over and continue performing these contracts;
c) The sole proprietor’s written commitment or agreement with other limited partners to continue hiring the existing employees of the sole proprietorship;
d) The contract for transfer of capital of the sole proprietorship or documents proving completion of such transfer; the contract for donation of capital of the sole proprietorship; the copy of certificate of the inheritor’s lawful right to inheritance;
dd) A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment
2. In case of conversion from a single-member limited liability company into a multi-member limited liability company, the application for registration of conversion shall include the documents specified in Article 23 hereof but exclude the investment registration certificate specified in Point c Clause 4 Article 23 hereof. The application must be also include the following documents:
a) The contract for transfer of stakes or documents proving completion of such transfer; the contract for donation of stakes; the copy of certificate of the inheritor’s lawful right to inheritance;
b) Resolution, decision of the company owner on raising additional capital contributions from other individuals and organizations and documents confirming the capital contribution of new members in case of raising capital contributions from new members;
c) A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.
3. In case of conversion from a multi-member limited liability company into a single-member limited liability company, the application for registration of conversion shall include the documents specified in Article 24 hereof but exclude the investment registration certificate specified in Point c Clause 3 Article 24 hereof. The application must be also include the following documents:
a) The contract for transfer of stakes or documents proving completion of such transfer; the contract for donation of stakes; the copy of certificate of the inheritor’s lawful right to inheritance; the merger contract or consolidation contract;
b) The resolution or decision and copy of the minutes of meeting of the Board of Members of the multi-member limited liability company on conversion into a single-member limited liability company;
c) A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.
4. In case of conversion from a limited liability company into a joint-stock company and vice versa, the application for registration of conversions hall include the documents specified in Articles 23 and 24 hereof but exclude the investment registration certificate specified in Point c Clause 4 Article 23 and Point c Clause 3 Article 24 hereof. The application must be also include the following documents:
a) The resolution or decision of the owner of the single-member limited liability company or the resolution or decision and copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or the resolution and copy of the minutes of the General Meeting of Shareholders of the joint-stock company on the conversion from company;
b) The contract for transfer of shares/stakes or documents proving completion of such transfer; the contract for donation of shares/stakes; the copy of certificate of the inheritor’s lawful right to inheritance;
c) Documents certifying the capital contribution by new members/shareholders;
d) Document of the Investment Registration Authority approving the capital contribution, share purchase, capital contribution purchase of foreign investors, economic organizations with foreign investment capital in cases where it is required to carry out procedures for registration of capital contribution, share purchase, capital contribution purchase according to the provisions of the Investment Law.
5. The enterprise may register conversion from the enterprise type at the same time when it registers changes to enterprise registration information or notifies changes to enterprise registration information. In this case, the application for enterprise registration shall comply with the provisions in Clauses 1, 2, 3 and 4 of this Article.
If an enterprise applies for registration of conversion and replacement of legal representative at the same time, the person that signs the application shall be Chairperson of the Board of Members of the multi-member limited liability company or partnership, Company’s President or Chairperson of the Board of Members of a single-member limited liability company, or Chairperson of the Board of Directors of the joint-stock company after conversion.”
2.2 Procedures for changing the company name
Step 1. Prepare and submit documents
Enterprises converting their business types prepare 01 set of documents according to the appropriate conversion type as above.
Enterprises converting submit a set of documents to the Business Registration Office under the Department of Planning and Investment of the province/city
+ Submit directly: One-stop department of the Business Registration Office.
+ Submit online: dangkyquamang.dkkd.gov.vn
Step 2: Receiving and processing documents
The Business Registration Office receives the documents, records a receipt and processes the documents according to regulations.
Step 3: Receiving results
– Enterprises receive results directly or register to receive results by post.