Company registration when converting a JSC into an LLC in Vietnam

In Vietnam, each business model transformation will be conducted according to different regulations. Therefore, it is essential to grasp these regulations to conduct appropriate procedures. In this article, LSX will provide necessary information about the company registration when converting a JSC into an LLC in Vietnam

Legal grounds

• 2020 Enterprise Law
• Decree 01/2021/ND-CP

Dossier for company registration when converting a JSC into an LLC

Dossier for company registration when converting a JSC into a multiple-members LLC

Accordingly, the company shall prepare the following documents to carry on the company registration procedure:

• Application for business registration
• Company rules
• List of members for limited liability companies
• Copies of the following papers:
  • Legal documents of the individual for the legal representative of the enterprise
  • Personal legal papers for company members being foreign investors who are individuals; legal papers of the organization for members who are foreign organizatons; or authorized representatives of members and documents on appointment of authorized representatives.
  • Investment registration certificate, in case the enterprise is established by a foreign investor or a foreign-invested economic organization.
• Resolution and copy of the minutes of the meeting of the General Meeting of Shareholders for a JSC on the conversion of the company
• The transfer contract or papers proving the completion of the transfer in case of assignment; Contract of donation in case of donation of shares; A copy of the document certifying the legal inheritance of the heir in case of inheritance.
• Papers certifying capital contribution of new shareholders
• Document of the Investment Registration Authority approving the capital contribution, share purchase, purchase of capital contributions from foreign investors/foreign-invested economic organizations; in case of having to carry out the procedures for registration of capital contribution, purchase of shares or purchase of contributed capital.

Dossier for company registration when converting a JSC into a single-member LLC

On the condition that the company converting a JSC into a single-member LLC; the dossier that they need to prepare will include the following documents:

• Application for business registration
• Company rules
• List of members for limited liability companies
• Copies of the following papers:
  • Legal documents of the individual for the legal representative of the enterprise
  • Personal papers of the individual for the company owner being an individual; Legal papers of the organization for the company owner being an organization (except for the case where the company owner is the State); Legal documents of the individual for the authorized representative and the document appointing the authorized representative. For the company owner being a foreign organization, the copy of the legal papers of the organization must be consularly legalized.
  • Investment registration certificate, in case the enterprise is established by a foreign investor or a foreign-invested economic organization.

• Resolution and copy of the minutes of the meeting of the General Meeting of Shareholders for a JSC on the conversion of the company
• The transfer contract or papers proving the completion of the transfer in case of assignment; Contract of donation in case of donation of shares; A copy of the document certifying the legal inheritance of the heir in case of inheritance.
• Papers certifying capital contribution of new shareholders (if any)
• Document of the Investment Registration Authority approving the capital contribution, share purchase, purchase of capital contributions from foreign investors/foreign-invested economic organizations; in case of having to carry out the procedures for registration of capital contribution, purchase of shares or purchase of contributed capital.

Procedures for company registration when converting a JSC into an LLC

Thus the regulation of 2020 Enterprise Law; to carry on the conversion of an LLC to a JSC, the company must comply with the following steps:

Step 1: Submit the dossier

Basically, after done gathering the document for the dossier; the company may submit it at the business registration office where the enterprise has registered within 15 days from the date of completion of the transfer of shares.

Step 2: Recieve the certificate

Then, within 05 working days from the date of receipt of the application for conversion, the business registration authority shall issue an enterprise registration certificate.

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