In the course of operation of the enterprise, depending on the purpose and organizational structure, the enterprise can transform the type of business accordingly. As a professional law consultant, Hong Bang Law Firm has a lot of experience in carrying out procedures for transformation of the type of business, so you can be assured when coming to our enterprise conversion service, all the preparation of documents, compiling documents and conducting administrative procedures will be carried out as quickly as possible at a very reasonable cost.
Legal basis
- Vietnam’s law on enterprises 2020;
- Decree No. 01/2021/ND-CP on enterprise registration;
- Circular No. 01/2021/TT-BKHDT guidance on enterprise registration;
Forms of corporate type conversion
According to the substantive law, enterprises can converse from one type of company to another according to the following cases:
- Convert the type from a sole proprietorship to a one-member limited company;
- Convert the type from a sole proprietorship to a two-member limited company;
- Convert the type from one-member limited company to a two-member limited company;
- Convert the type from one-member limited company to joint stock company;
- Convert the type from two-member limited company to one-member limited company;
- Convert the type from two-member limited company to joint stock company;
- Convert the type from joint stock company to two-member limited company;
- Convert the type from joint stock company to one-member limited company.
Note some types of enterprises that cannot be converted:
- Sole proprietorships must not be converted into joint stock companies.
- The company has only 2 members that are not transferred to the joint stock company.
- The company that is eligible to move to another type must prove that condition again.
- The conversion of the type is only carried out from sole proprietorships to limited companies, from limited to joint stock companies, sole proprietorships cannot be converted directly to joint stock companies.
Dossier
In case of conversion from a sole proprietorship into a partnership, a limited liability company or a joint-stock company, the application for registration of conversion shall include the documents specified in Articles 22, 23 and 24 hereof but exclude the investment registration certificate specified in Point b Clause 4 Article 22, Point c Clause 4 Article 23 and Point c Clause 3 Article 24 hereof. The application must be also include the following documents:
- The sole proprietor’s written commitment to take personal responsibility for all unpaid debts and pay them when they are due with all of his/her assets;
- The written agreement made between the sole proprietor and parties of ongoing contracts that the new company will take over and continue performing these contracts;
- The sole proprietor’s written commitment or agreement with other limited partners to continue hiring the existing employees of the sole proprietorship;
- The contract for transfer of capital of the sole proprietorship or documents proving completion of such transfer; the contract for donation of capital of the sole proprietorship; the copy of certificate of the inheritor’s lawful right to inheritance;
- A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.
In case of conversion from a single-member limited liability company into a multi-member limited liability company, the application for registration of conversion shall include the documents specified in Article 23 hereof but exclude the investment registration certificate specified in Point c Clause 4 Article 23 hereof. The application must be also include the following documents:
- The contract for transfer of stakes or documents proving completion of such transfer; the contract for donation of stakes; the copy of certificate of the inheritor’s lawful right to inheritance;
- The resolution or decision of the company’s owner on capital mobilization and documents certifying the capital contribution by new members;
- A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.
In case of conversion from a multi-member limited liability company into a single-member limited liability company, the application for registration of conversion shall include the documents specified in Article 24 hereof but exclude the investment registration certificate specified in Point c Clause 3 Article 24 hereof. The application must be also include the following documents:
- The contract for transfer of stakes or documents proving completion of such transfer; the contract for donation of stakes; the copy of certificate of the inheritor’s lawful right to inheritance; the merger contract or consolidation contract;
- The resolution or decision and copy of the minutes of meeting of the Board of Members of the multi-member limited liability company on conversion into a single-member limited liability company;
- A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.
In case of conversion from a limited liability company into a joint-stock company and vice versa, the application for registration of conversions hall include the documents specified in Articles 23 and 24 hereof but exclude the investment registration certificate specified in Point c Clause 4 Article 23 and Point c Clause 3 Article 24 hereof. The application must be also include the following documents:
- The resolution or decision of the owner of the single-member limited liability company or the resolution or decision and copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or the resolution and copy of the minutes of the General Meeting of Shareholders of the joint-stock company on the conversion from company;
- The contract for transfer of shares/stakes or documents proving completion of such transfer; the contract for donation of shares/stakes; the copy of certificate of the inheritor’s lawful right to inheritance;
- Documents certifying the capital contribution by new members/shareholders;
- A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.
Order of implementation
Step 1. The enterprise submits the application for conversion of type to the the Business Registration Office within 10 days from the date of completion of the conversion.
Step 2. Within 3 working days, the Business Registration Office will respond to the approval of the content of the conversion of the type of enterprise.
Step 3. Get results at the Business Registration Authority.
Services of Hong Bang Law Firm
- Advise on the appropriate type of business for clients;
- Draft, prepare and check the validity of the dossier;
- Work with state authorities;
- On behalf of the customer to receive the results;
- Hand over the results to the customer.
If you need more detailed advice and answers as well as how to access this service, please contact directly our Lawyer Nhat Nam via hotline: 0912.35.65.75, 0912.35.53.53 or call the toll free legal consultation hotline 1900.6575 or send a service request via email: lienheluathongbang@gmail.com
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