Method of converting a Limited Liability Company into a Joint Stock Company

1. How to convert a limited liability company into a joint stock company?

Regulations in Clause 2, Article 202 of the Law on Enterprises 2020 on the method of converting a limited liability company into a joint stock company are as follows:

“Article 202. Conversion of limited liability company into joint stock company

…

2. A limited liability company can be converted into a joint stock company by the following method:

a) Convert into a joint stock company without mobilizing other organizations or individuals to contribute capital, and without selling capital contributions to other organizations or individuals;

b) Convert into a joint stock company by mobilizing additional organizations and individuals to contribute capital;

c) Convert into a joint stock company by selling all or part of the capital contribution to one or several other organizations or individuals;

d) Combining the methods specified in Points a, b and c of this Clause and other methods.”

Thus, based on the above regulations, converting a limited liability company into a joint stock company has the above methods. Therefore, your Company can choose one of the above forms. At the same time, the conversion must be registered with the Business Registration Authority within 10 days from the date of completion of the conversion.

2. What does the application file for converting a limited liability company into a joint stock company include?

Documents for converting a Limited Liability Company into a Joint Stock Company according to the provisions of Article 23 and Article 26 of Decree 01/2021/ND-CP on business registration include:

– Application for business registration;

– New charter after changing the company type;

– List of shareholders;

– Copies of the following documents:

a) Legal documents of the individual for the legal representative of the enterprise;

b) Personal legal documents for company members, founding shareholders, shareholders who are foreign investors who are individuals; Legal documents of the organization for members, founding shareholders, shareholders who are foreign investors being organizations; Legal documents of individuals for authorized representatives of members, founding shareholders, shareholders who are foreign investors who are organizations and documents appointing authorized representatives.

For members and shareholders who are foreign organizations, copies of legal documents of the organization must be consularly legalized;

– Resolutions and decisions of the company owner on corporate conversion company;

– Transfer contract or documents proving completion of transfer in case of transfer of shares or capital contribution; Donation contract in case of donating shares or capital contributions; Copy of document confirming the legal inheritance rights of the heir in case of inheritance according to the provisions of law;

– Documents confirming the capital contribution of new members and shareholders;

– Document of the Investment Registration Authority approving capital contribution, share purchase, purchase of capital contribution of foreign investors, foreign-invested economic organizations in cases where formalities must be carried out Procedures for registering capital contribution, purchasing shares, purchasing capital contributions according to the provisions of the Investment Law.

3. Procedure for converting a Limited Liability Company into a Joint Stock Company

Order for conversion:

Step 1: Prepare documents to convert from limited liability company to joint stock company.

Step 2: Prepare and complete documents according to regulations on conversion from limited liability company to joint stock company.

Step 3: Submit the application to the Business Registration Office – Department of Planning and Investment.

Within 03 working days from the date of receiving the application, the business registration authority will re-issue the Business Registration Certificate and update the legal status of the company on the National Business Registration Database.

Step 4: Conclusion results.

Authority:Business registration office under the Department of Planning and Investment.

How to do it: Submit application for conversion from limited liability company to joint stock company via electronic information network.