Conversion of a limited liability company into a joint stock company

Legal basis

  • Enterprise Law 2020
  • Decree 01/2021/ND-CP on business registration
  • Circular 01/2021/TT-BKHDT guiding business registration issued by the Ministry of Planning and Investment

Chuyển đổi công ty trách nhiệm hữu hạn thành công ty cổ phần tại Rạch Giá


Single-member limited liability company is an enterprise owned by an organization or individual (hereinafter referred to as the company owner). The company owner is responsible for the company’s debts and other property obligations to the extent of the company’s charter capital. According to the provisions of Clauses 1 and 2, Article 76 of the Law on Enterprises, the company owner (organization or individual) has the right to reorganize the company. Enterprise reorganization is the division, separation, consolidation, merger or transformation of an enterprise.

According to the provisions of Article 202 of the Enterprise Law 2020, a limited liability company can be converted into a joint stock company by the following methods:

  • Firstly, Converting into a joint stock company without raising additional capital from other organizations and individuals or selling stakes;
  • Second, Converting into a joint stock company raising additional capital from other organizations and individuals;
  • Third, Converting into a joint stock company by selling all or part of the stakes to one or some organizations and individuals; or
  • Fourth, Combining the methods specified at three points a, b and c above and other methods
  • The conversion shall be registered with the business registration authority within 10 days from the day on which the conversion is complete. Within 03 working days from the receipt of the application for conversion, the business registration authority shall reissue the Certificate of Enterprise Registration and update the company’s status to the national enterprise registration database.

The joint stock company obviously inherits all lawful rights and interests, debts including tax debts, employment contract and other obligations of the limited liability company.

Services of Hong Bang Law

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