Converting a Joint-Stock Company to a Multi-Member LLC in Vietnam

Short answer: Converting from a joint-stock company to an LLC with two or more members is done through the procedure of registering the change of enterprise type at the Business Registration Office under the Department of Finance — the company does not have to dissolve and re-establish. The dossier includes: the enterprise registration application, the converted company Charter, the member list, the resolution/decision of the General Meeting of Shareholders on the conversion, and documents proving completion of share/contributed capital transfers. Processing time: 03 working days.

Legal basis

• Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15, effective from 01/7/2025) — provisions on enterprise type conversion;
• Decree 168/2025/ND-CP on enterprise registration (replacing Decree 01/2021/ND-CP, effective from 01/7/2025).

Conditions for converting a joint-stock company to an LLC with two or more members

• The joint-stock company has 02 or more shareholders agreeing to become members of the LLC after conversion (the number of members of an LLC with two or more members: from 02 to 50);
• The General Meeting of Shareholders adopts a resolution/decision on the type conversion, including the plan to convert shares into contributed capital portions;
• Share transfers to new members (if any) are properly completed;
• The company is not in the process of dissolution or bankruptcy and has no unresolved disputes regarding member/shareholder status.

Type conversion dossier

• Enterprise registration application in the current prescribed form;
• The converted company Charter (LLC with two or more members);
• Member list of the LLC with two or more members;
• Copies of legal papers of individual and organizational members and the legal representative;
• Resolution/decision of the General Meeting of Shareholders on the company conversion with a copy of the meeting minutes;
• Share/contributed capital transfer contracts or documents proving completion of transfers (if any transfer);
• Authorization letter for the dossier submitter (if the submitter is not the legal representative).

Implementation order

Step 1. Adopt the conversion resolution

The General Meeting of Shareholders convenes and adopts the type conversion, the plan for handling shares (conversion into corresponding contributed capital portions), the new LLC Charter and the member list.

Step 2. Complete transfers (if any)

Shareholders effect share transfers per the adopted plan; complete personal income tax obligations on securities/share transfers under tax legislation.

Step 3. Submit the conversion registration dossier

Submit 01 dossier set at the Business Registration Office under the Department of Finance where the company is headquartered — in person or online via the National Business Registration Portal (dangkykinhdoanh.gov.vn). Processing time: 03 working days from receipt of a complete and valid dossier.

Step 4. Receive results and announce

The company is issued an Enterprise Registration Certificate with the new type (LLC with two or more members), keeping the same enterprise code; announce the enterprise registration contents as prescribed.

Legal consequences after conversion

• The converted company inherits all rights, obligations and lawful interests of the joint-stock company before conversion; signed contracts remain effective;
• The enterprise code and tax code remain unchanged;
• The Charter needs amendment; update the type information on electronic invoices, bank accounts, digital signatures and notify partners;
• Where foreign investors are subject to capital contribution, share or contributed capital purchase registration: complete procedures at the investment registration agency before registering the conversion.

Fees

The enterprise pays enterprise registration fees per the current fee schedule at the time of the procedure, including the fee for announcing enterprise registration contents. Specific fee levels are found on the National Business Registration Portal or by asking the Business Registration Office directly; do not apply fee levels from old guidance without cross-checking.

Frequently asked questions

Does type conversion require tax finalization?

No termination-style finalization as in dissolution. The company inherits all tax obligations; only information needs updating and tax obligations continue normally. PIT on share transfers by individual shareholders must be declared and paid as prescribed.

How long does conversion take?

The business registration agency resolves within 03 working days if the dossier is valid. Actual time depends on preparing the resolution, completing transfers and related tax obligations.

Can a joint-stock company with 1 shareholder convert to a 2+ member LLC?

Not directly. An LLC with two or more members must have 02 to 50 members; where there is only 01 owner, convert to a single-member LLC.

Notes on applying current legislation

This article is enterprise knowledge presented for reference, helping readers understand the legal issue at an overview level before preparing dossiers. Legal regulations may change over time and depend on the specific circumstances of each enterprise. Where you need to determine the exact applicable procedures, please contact ANT Legal lawyers at 0966.475.966 for verification and advice before acting.

Common risks to note

• Applying processing deadlines, receiving agencies and submission portals per old guidance.
• Not completing PIT obligations on share transfers before conversion.
• Not updating the new type on electronic invoices and bank accounts after conversion.

How can ANT Legal help?

ANT Legal supports advising on conversion plans, drafting General Meeting of Shareholders resolutions and type conversion dossiers, conducting procedures at the Business Registration Office and reviewing related tax obligations. For prompt advice, please contact our lawyers at 0966.475.966.

Related articles

• How to change founding shareholders of a joint-stock company?
• Changing the legal representative of a joint-stock company
• Procedures for increasing charter capital of a joint-stock company
• Guide to company dissolution
• Rights and obligations of enterprises