The conversion of the type of business is an important step in the restructuring process, helping the enterprise adapt to new scales and development orientations. However, not all types of can be easily transformed. Below is a detailed guide on the cases of conversion, the documents that need to be prepared, and the procedures to be followed according to the 2020 Enterprise Law.
1. Cases of Business Type Transformation
The cases allowed for converting the type of business according to the 2020 Enterprise Law include:
- Converting a limited liability company into a joint-stock company.
- Converting a joint-stock company into a single-member limited liability company.
- Converting a joint-stock company into a limited liability company with two or more members.
- Converting a single-member limited liability company into a multi-member limited liability company.
- Converting a limited liability company with two or more members into a single-member limited liability company.
- Converting a private enterprise into a limited liability company, a joint-stock company, or a partnership.
a. The file for the conversion of Limited Liability Company Thành to Joint Stock Company.
- Application for business registration.
- The new charter after the successful conversion to a joint-stock company.
- Documentation certifying the participation of the new shareholder in the capital contribution.
- List of founding shareholders.
- Transfer contract or documents proving the completion of the transfer of the contributed capital.
- The decision of the owner or the minutes of the meeting of the members' council regarding the conversion of the type.
- The original business registration certificate.
- A copy of the ID card/identity card/passport of the legal representative and founding shareholders.
- Power of attorney for the person submitting the application (if needed).
b. Profile for Converting Joint Stock Company into One Member/Two Member Limited Liability Company
- Application for business registration.
- The new charter after the transition.
- The list of members after the conversion.
- Documents certifying the participation of the new member in the capital contribution.
- Transfer contract or documents proving the completion of the share transfer.
- Decision and minutes of the general meeting of shareholders regarding the conversion of the type of entity.
- A copy of the ID card/identity card/passport of the legal representative and the capital contributors.
- The original business registration certificate.
- Power of attorney for the person submitting the application (if needed).
c. Profile Convert a One-Member Limited Liability Company into a Two-Member Limited Liability Company.
- Application for business registration.
- The list of members after the conversion.
- New regulations.
- The owner's decision regarding the raising of additional capital contributions.
- Documents confirming the capital contribution of the new member.
- The contract for the transfer of capital contributions or documents proving the completion of the transfer.
- The original business registration certificate.
- A copy of the ID card/identity card/passport of the legal representative and the capital contributors.
- Power of attorney for the person submitting the application (if needed).
d. Profile Convert a Limited Liability Company with Two Members into a One-Member Limited Liability Company.
- Application for business registration.
- The new charter after the transition.
- Decision and minutes of the member council meeting regarding the conversion of the type.
- A contract for the transfer of capital contributions or documents proving the completion of the transfer.
- A copy of the ID card/identity card/passport of the legal representative and the contributing members.
- The original business registration certificate.
- Power of attorney for the person submitting the application (if needed).
e. Profile Converting a Private Enterprise into a Limited Liability Company/Joint Stock Company/Partnership
- Application for business registration.
- List of shareholders or founding members.
- The new charter after the transition.
- A document committing to take responsibility for the payment of the company's outstanding debts.
- Commitment/agreement document regarding the reception and use of existing labor.
- Transfer contract or documents proving the completion of the transfer.
- A copy of the ID card/identity card/passport of the legal representative and the shareholders/members contributing capital.
- Power of attorney for the person submitting the application (if needed).
The basic steps in the procedure for changing the type of business entity include:
Step 1: Choose the type of business that needs to be converted.
Step 2: Prepare the documentation suitable for each case of conversion.
Step 3: Submit the application in two ways:
- Submit online through the national business registration portal.
- Submit directly at the Business Registration Office of the Department of Planning and Investment where the enterprise is headquartered.
Step 4: Wait for the results.
- The Business Registration Office will review the documents within 3 to 5 working days.
- If the application is valid, issue a new business registration certificate.
- If it is not valid, request to modify or supplement the application.
- Change the information on the company's documents and records.
- Redo the company sign if the company name has changed.
- Engrave a new seal if the content of the seal changes.
- It is possible to simultaneously carry out the procedure for changing business information and converting the type of business (except for the information of the legal representative).
- Notify relevant agencies and organizations about the conversion of the business type.
- Update customs account information, electronic tax account, digital signature.
- Note regarding the accounting of the salary expenses of the director if converted to a one-member limited liability company.
The conversion of the type of business must strictly adhere to legal regulations to ensure that business operations proceed smoothly and without legal risks.
Contact A Dong Company if you need more information or assistance:
- Address: Room F2&F3, FOSCO Building, No. 2 Phùng Khắc Khoan, Đa Kao Ward, District 1, Ho Chi Minh City
- Hotline: 0903 693 301 - 0909 393 329 - 0903 641 946
- Email: info@a-dong.com.vn
- Website: https://a-dong.com.vn
