Order and procedures for converting the type of business from a limited liability company Establishment of a joint stock company

During the operation process, businesses can change their business type from a Limited Liability Company with two or more members to a Joint Stock Company to better suit their development orientation. This article provides some content surrounding the order and procedures for converting the business type from a limited liability company with two or more members to a joint stock company. 

Forms of converting a limited liability company with two members to a Joint Stock Company

Pursuant to the provisions of Clause 2, Article 202 of the Law on Enterprises 2020, a limited liability company with two or more members can be converted to a joint stock company in one of the following forms:

– Converting into a joint stock company shares without mobilizing additional organizations and individuals to contribute capital, and without selling capital contributions to other organizations or individuals.

– Converting into a joint stock company by mobilizing additional organizations and individuals to contribute capital.

– Converting into a joint stock company by selling all or part of the capital contributions to one or several organizations and individuals other.

– Combination of the above methods and other methods.

Sequence and procedures for converting the type of enterprise from a limited liability company with two or more members to a joint stock company

1. Conversion registration dossier

Pursuant to the provisions of Clause 4, Article 26 of Decree 01/2021/ND-CP, conversion registration dossier includes:

– Request for business registration;

– Company charter;

– List of members for limited liability companies with two or more members; list of founding shareholders and list of shareholders who are foreign investors for joint stock companies;

– Copies of the following documents:

+ Personal legal documents for the legal representative of the enterprise;

+ 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 the organization’s legal documents must be consularly legalized;

– Resolutions and decisions of the company owner for a one-member limited liability company or resolutions, decisions and copies of meeting minutes of the Board of Members for limited liability companies with two or more members or resolutions and copies of meeting minutes of the General Meeting of Shareholders for joint-stock companies on company conversion;

– 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 certifying the legal inheritance rights of the heir in case of inheritance according to the provisions of law;

– Documents confirming capital contribution of new members and shareholders;

– Document from the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, economic organizations with foreign investment capital in cases where procedures for capital contribution, stock purchase, capital contribution purchase must be carried out according to the provisions of the Investment Law.

2. Sequence and procedures for registering conversion of business type

Step 1. Submit registration application

• Within 10 days from the date of completing the conversion of business type, the registrant submits the application to the Business Registration Office and pays the registration fee.
• The Business Registration Office receives the application and returns it to the person submitting the Certificate receipt of receipt of application for business establishment registration.

Step 2. Appraisal and return of results

• The Business Registration Office re-issues the Business Registration Certificate within 03 working days from the date of receipt of the application.
• In case the application is not valid, the Business Registration Office shall send a written notice of the contents that need to be amended or supplemented. supplement for registrants.