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Transform the type of business in Vietnam

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Enterprise transformation is one of the forms of enterprise reorganization, whereby an enterprise transforms into another type of enterprise in its continued existence. Thus, in terms of procedures, the enterprise will have to re-issue the Certificate of Business Registration to the enterprise after the transformation. The question arises, when converting the type of business, does the business have to change the tax code? LSX Lawfirm will give you an article about: “Transform the type of business in Vietnam”, as follows:

– Enterprise Law 2020.

– Decree 01/2021/ND-CP dated January 4, 2021 of the Government on business registration.

– Circular 105/2020/TT-BTC dated December 3, 2021 of the Ministry of Finance guiding on tax registration.

Cases of business transformation in Vietnam

The Enterprise Law 2020 and Decree 01/2021 on enterprise registration provide for the following cases of business transformation:

– Converting a limited liability company into a joint stock company

– Converting a 1-member limited liability company into a 2-member limited liability company or more and vice versa.

What is a tax code?

According to the provisions of the Enterprise Law 2020 and Decree 01/2021/ND-CP dated January 4, 2021 of the Government on business registration, an enterprise’s tax identification number i- the enterprise code number – a series of numbers created by the National Information System on Business Registration, issued to an enterprise upon its establishment and recorded on the Certificate of Business Registration. Each business has a unique code that cannot reuse for another business.

According to the provisions of Article 5 of Circular 105/2020/TT-BTC dated December 3, 2021 of the Ministry of Finance guiding tax registration, the tax code structure is: N1N2N3N4N5N6N7N8N9N10 – N11N12N13

In there:

– The first two digits of N1N2 are the part number of the tax code.

– Seven digits N3N4N5N6N7N8N9 are specified according to a definite structure, increasing gradually between 0000001 and 9999999.

– Digit N10 is the check digit.

– Three digits N11N12N13 are ordinal numbers from 001 to 999.

– The dash (-) is the character to separate the first 10 digits and the last 3 digits.

A 10-digit tax code used for enterprises, cooperatives, organizations with legal status or organizations without legal status but directly incurring tax obligations; representatives of households, business households and other individuals.

Tax code 13 digits and a dash (-) used to separate the first 10 digits and the last 3 digits used for dependent units and other objects.

Change the type of business requires changing the tax code?

According to the provisions of Clause 2, Article 8 of Decree 01/2021/ND-CP dated January 4, 2021 of the Government on business registration:

An enterprise code exists throughout the operation of the enterprise and cannot re-issued to other organizations and individuals. When an enterprise terminates its operation, the enterprise identification number ceases to be valid.

Cases of business termination of operation include:

– The enterprise dissolved;

– The enterprise goes bankrupt;

– Then the enterprise divided in case of redistribution of the enterprise;

– The merged enterprise in the case of enterprise merger;

– Consolidated enterprise in case of business consolidation.

Because the enterprise code is the tax code of the enterprise, based on the above provisions, it affirmed that when converting the type of business, the enterprise does not have to change the tax code because the tax code not changed. is still in effect.

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Profile transformation of business type in Vietnam

The current law related to the field of enterprises has regulations on how to make a dossier for the conversion of enterprise type, the following papers and documents are required:

– The first is an application for business registration (with a issued form)

– A written decision enclosed with the meeting minutes (copy) on the change of:

  • General Meeting of Shareholders (if it is a joint stock company)
  • Board of members of the company (if it is a limited liability company with more than two members)
  • Business owner (if one member limited liability company)
  • A document recording the provisions in the company’s charter (in the case of a joint stock company and a limited liability company)

– For joint stock companies and liability companies with two or more members, a list of members of the company also required.

– Valid copy of investment license and investment certificate

– Passport, identity card, citizen identification or some other valid personal identification papers of the investor to prove the legal eligibility or not.

In addition, in case the investor is a foreigner with foreign elements, the documents related to the proof of personal information need consular legalized.

Some other relevant documents as prescribed by law

Procedures for business transformation in Vietnam

Procedures for enterprise transformation in accordance with current enterprise law include the following steps:

– First, the business will hold a meeting to make a decision to transform the type of business.

– Next, businesses need to prepare papers and documents to complete the dossier of business transformation according to the instructions in the above article.

– The representative of the enterprise will submit the application for conversion directly to the Business Registration Office (under the Department of Planning and Investment of the province or city where the enterprise is located).

– After that, the representative of the enterprise will receive a new business registration certificate after the conversion.

– And finally the company will carry out the process of changing the seal.

Above is the entire article with content related to the concept of business transformation. guide the procedure for enterprise transformation, the provisions of the law on enterprise transformation and the necessary documents to prepare to complete the dossier of enterprise transformation.

In case you still don’t understand one of the issues we mentioned above or need advice or support for other related content, please contact hotline 0981.378.999 of Law Hoang Phi for direct answers.

Related questions

If the business activities of the previous year suffered a loss, can securities be issued?

To issue securities, the company must meet some of the following conditions:
– At the time of registration for the offering, the contributed charter capital must be 10 billion VND or more calculated according to the value recorded in the company’s accounting books.
Business activities of the year immediately preceding the year of registration must be profitable.
Thus, if the business activity of the previous year is a loss, the company is not allowed to issue securities

Stocks are securities?

Securities are evidence that confirms the legal ownership of that owner with the assets or capital of the issuing company or organization. Besides, securities can be in the form of certificates, journal entries, or electronic data.
Securities include classes such as stocks, bonds, fund certificates, etc. Then, securities are also considered to be a negotiable and fungible abstract commodity that represents a financial value. Securities are divided into three main categories: debt securities, derivative securities, and equity securities.
Thus, shares are a type of security according to current legal regulations.

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