The transformation of the type of business is an important step in the restructuring process, helping businesses adapt to the new scale and development orientation. However, not all types of businesses can be easily converted.
The transformation of the type of business is an important step in the restructuring process, helping businesses adapt to the new scale and development orientation. However, not all types of businesses can be easily converted. Below is a detailed guide on conversion cases, documents to be prepared, and procedures to follow the Law on Enterprises 2020.
Cases that are allowed to change the type of enterprise under the Law on Enterprises 2020 include:
- Converting a limited liability company into a joint-stock company.
- Conversion of a joint-stock company into a one-member limited liability company.
- Conversion of a joint-stock company into a limited liability company with two or more members.
- Transform a single-member limited liability company into a limited liability company with two or more members.
- Transform a limited liability company with two or more members into a one-member limited liability company.
- Conversion of a private enterprise into a limited liability company, joint stock company, or partnership.
a. Dossier of conversion of a limited liability company into a joint stock company
- An application for enterprise registration.
- The new charter after the transformation into a joint-stock company.
- Papers certifying the new shareholder's participation in capital contribution.
- List of founding shareholders.
- The transfer contract or papers proving the completion of the transfer of the contributed capital.
- The owner's decision or the minutes of the meeting of the members' council on the type change.
- The original of the business registration certificate.
- Copy of CCCD/ID card/passport of the legal representative and founding shareholder.
- Power of attorney for the applicant (if necessary).
b. Dossier of conversion of a joint-stock company into a one-member/two-member limited liability company or more
- An application for enterprise registration.
- New charter after conversion.
- List of members after conversion.
- Papers certifying the new member's capital contribution.
- The transfer contract or papers proving the completion of the share transfer.
- Decision and minutes of the general meeting of shareholders on the transformation of the type.
- Copy of CCCD/ID card/passport of the legal representative and capital contributor.
- The original of the business registration certificate.
- Power of attorney for the applicant (if necessary).
c. Dossier of conversion of a one-member limited liability company into a two-member limited liability company or more
- An application for enterprise registration.
- List of members after conversion.
- New Charter.
- The owner's decision on the mobilization of additional contributed capital.
- Papers certifying the capital contribution of the new member.
- Contract for transfer of contributed capital or papers proving the completion of the transfer.
- The original of the business registration certificate.
- Copy of CCCD/ID card/passport of the legal representative and capital contributor.
- Power of attorney for the applicant (if necessary).
d. Dossier of conversion of a two-member or more limited liability company into a one-member limited liability company
- An application for enterprise registration.
- New charter after conversion.
- Decision and minutes of the meeting of the Board of members on the transformation of the type.
- Contract for transfer of contributed capital or papers proving the completion of the transfer.
- Copy of CCCD/ID card/passport of the legal representative and capital contributors.
- The original of the business registration certificate.
- Power of attorney for the applicant (if necessary).
e. Dossier of conversion of a private enterprise into a limited company/joint-stock/partnership - An application for enterprise registration.
- List of shareholders or founding members.
- New charter after conversion.
- A written commitment to be responsible for paying the unpaid debts of the enterprise.
- Written commitment/agreement on the reception and employment of existing labor.
- The transfer contract or documents proving the completion of the transfer.
- Copy of CCCD/ID card/passport of the legal representative and shareholders/capital contributors.
- Power of attorney for the applicant (if necessary).
The basic steps in the procedure for converting the type of enterprise include:
Step 1: Select the type of business to be converted.
Step 2: Prepare documents suitable for each conversion case.
Step 3: Apply in two ways:
- Submit online via the National Business Registration Portal.
- Submit directly to the Business Registration Office of the Department of Planning and Investment where the enterprise is headquartered.
Step 4: Wait for the result:
- The Business Registration Office will check the application in 3-5 working days.
- If the dossier is valid, a new business registration certificate will be issued.
- If it is not valid, request to amend and supplement the dossier.
- Changing information on relevant papers and records of the enterprise.
- Redo the company sign if the company name is changed.
- Engrave a new seal template if the seal content changes.
- It is possible to simultaneously carry out procedures for changing business information and changing types (except for information on legal representatives).
- Notify the transformation of the type of enterprise to relevant agencies and organizations.
- Update information on customs accounts, e-tax accounts, and digital signatures.
- Note the accounting of salary expenses of directors if converted into a single-member limited liability company.
The transformation of the type of enterprise needs to strictly comply with legal regulations to ensure that business activities take place smoothly and without legal risks.
If you need more information or support, please contact ADVN LAW for detailed advice.
- Address: F2&F3, No. 2 Phung Khac Khoan, Da Kao Ward, District 1, Ho Chi Minh City
- Phone: 0903.693.301 – 0909.393.329
- Email: vanphongluatsuadvn@gmail.com; advnlaw@gmail.com
