Enterprise transformation is a form of enterprise reorganization whereby an enterprise transforms into another type of enterprise without terminating its existence. LSX Lawfirm will give you an article about: “Current cases of business transformation in Vietnam”, as follows:
Legal grounds
Law on enterprise 2020
Decree No. 01/2021/ND-CP
Circular No. 01/2021/TT-BKHDT
Cases of business transformation in Vietnam
Convert a limited liability company into a joint stock company
- Methods of converting a limited liability company into a joint stock company; include: Converting into a joint stock company without mobilizing other organizations and individuals to contribute capital; not selling contributed capital to other organizations or individuals;
- Converting into a joint stock company by mobilizing other organizations and individuals to contribute capital;
- Converting into a joint stock company by selling all; or part of the contributed capital to one or several other organizations and individuals
- Combine all 3 methods above.
Convert a joint stock company into a one-member limited liability company
Methods of converting from a joint stock company into a one-member limited liability company include:
– One shareholder receives and transfers all the respective shares of all other shareholders;
– Then, an organization or individual who is not a shareholder receives the transfer of all shares of all shareholders of the company;
– The company has only 1 shareholder left.
Note: The transfer or receipt of investment capital must be done at the market price; the price determined according to the asset method, the discounted cash flow method or another method.
Convert a joint stock company into a limited liability company with two or more members
This is related to current cases of business transformation in Vietnam
Methods of converting from a joint stock company into a limited liability company with two or more members include converting into:
– So, a limited liability company with two or more members without raising more shares or transferring shares to other organizations or individuals.
– A limited liability company with two or more members and at the same time mobilizing other organizations and individuals to contribute capital.
– Or a limited liability company with two or more members and concurrently transferring all or part of shares to other organizations or individuals to contribute capital.
– The company has only 02 shareholders left.
You can also refer to establish a representative office of a limited liability company in Vietnam, or procedures for separation of a limited company with 100% foreign capital, or if you want to know are foreign investors limited in capital contribution in Viet Nam?, you look in the website LSX Lawfirm
Convert a private enterprise into a limited liability company, joint stock company, partnership
A private enterprise converted into a limited liability company; joint stock company or partnership if it fully meets the following conditions that related to current cases of business transformation in Vietnam:
Firstly, the converted enterprise must satisfy the following conditions:
- The registered business lines and trades are not banned from business investment;
- The name of the enterprise is set in accordance with the provisions of law;
- Having a valid enterprise registration dossier;
- Fully pay the business registration fee as prescribed by law.
When these conditions met, the enterprise granted a Certificate of Business Registration.
Secondly, the owner of a private business undertakes in writing to be personally responsible with all his assets for all unpaid debts; and undertakes to pay the full amount of the debt when it is due.
Thirdly, the owner of the private enterprise has a written agreement with the parties to the unliquidated contract; the converted company accepts and continues to perform such contracts;
Fourthly, the owner of a private enterprise shall commit in writing; or have a written agreement with other capital contributors on the receipt; and use of existing labor of the private enterprise.
Related questions about Current cases of business transformation in Vietnam
The converted company automatically inherits all legal rights and interests, is responsible for all debts, including tax debts, labor contracts and other obligations of the converted company.
In the case of conversion from a private enterprise to another type of enterprise, the converted company will automatically inherit the rights and obligations of the owner of the private enterprise from the date of issuance of the Registration Certificate. business registration.
In addition, the owner of a private business is personally liable with all his assets for all debts incurred before the date the converted company is issued the Certificate of Business Registration.
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