Due to many practical factors, the transformation of business type is not uncommon. Therefore, understanding the necessary procedures will save time for the company’s operations. In this article, LSX will go into detail about converting a multiple-member LLC into a single-member LLC in Vietnam.
- 2020 Enterprise Law
- Decree 01/2021/ND-CP
Dossier for converting a multiple-member LLC into a single-member LLC
Initially, the company shall gather the essential documents as follow:
- 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.
- The transfer contract or documents proving the completion of the transfer in case of transfer of the contributed capital; Contract of donation in case of donation of contributed capital; A copy of the document certifying the heir’s lawful inheritance rights in case of inheritance; Merger contract, consolidation contract in case of merger or consolidation of the company
- Resolution, decision and copy of meeting minutes of the Members’ Council of the multiple-members LLC on the transformation of operation into the model of a single-member LLC
- The investment registration authority’s document approving the capital contribution of foreign investors or foreign-invested economic organizations; in case the capital contribution registration procedures must be carried out in accordance with the provisions of law.
Procedure of converting a multiple-member LLC into a single-member LLC
Hence the regulation, the multiple-member LLC that wished to convert into a single-member LLC must carry on the following steps:
Step 1: Submit the dossier
By the time the applicants finish gathering the necessary documents; they could submit them at the business registration office where the enterprise has registered.
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.
Accordingly, the applicant must pay VND 100,000 to register a JSC directly; or free if they apply virtually.
It will take 05 working days from the date of receipt of the valid dossier.
The two most common types of enterprises are limited liability companies and joint-stock companies.