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Order and Procedures for Converting an LLC into a Joint Stock Company

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Short answer: Yes. An LLC (single-member or multi-member) may convert its type into a joint stock company, a partnership, or between LLC types (admitting more members / reducing to 01 owner). Procedures: (1) the owner/Members’ Council adopts the conversion decision; (2) handle capital and members under the new type; (3) register the conversion at the Business Registration Office; (4) the converted company inherits all rights and obligations. Legal basis: Articles 202–203 of the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15); Decree No. 168/2025/ND-CP.

Legal basis

  • The Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — Article 202 (type conversion: general principles), Article 203 (conversion between LLCs and joint stock companies);
  • Decree No. 168/2025/ND-CP on enterprise registration.

Conversion directions from an LLC

FromToTypical situation
Single-member LLCMulti-member LLCAdmitting more contributing members
Multi-member LLCSingle-member LLCOne member acquires all contributed capital
LLC (single/multi-member)Joint stock companyWide fundraising, preparing for listing
LLCPartnershipSwitching to a professional services firm model

Order and procedures for conversion

Step 1. Adopt the conversion decision

The owner (single-member LLC) or Members’ Council (multi-member LLC) adopts: the conversion plan; the charter under the new type; the post-conversion member/shareholder list; the plan for handling assets, debts, labor, and contracts.

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Step 2. Handle capital and members

  • Admitting new members: sign capital contribution/contributed capital transfer contracts; perform personal income tax obligations (if a transfer);
  • Converting to a joint stock company: contributed capital is converted into shares; ensure at least 03 shareholders; determine share classes (ordinary, preference);
  • Reducing to 01 owner: one member acquires all contributed capital of the remaining member.

Step 3. Register the conversion

  • The application for enterprise registration under the new type;
  • The post-conversion company charter;
  • The post-conversion member/shareholder list;
  • The decision and meeting minutes on the conversion;
  • Submit to the Business Registration Office; the time limit is 03 working days.

Step 4. Post-conversion updates

Seal, e-invoices, digital signature, bank account, sectoral licenses, signboard; notify partners and customers.

Succession principles

  • The converted company inherits all rights and obligations: signed contracts, tax debts, partner debts, obligations to employees;
  • No asset liquidation or tax finalization as in dissolution;
  • The enterprise code is kept unchanged;
  • Sectoral licenses: carry out procedures to update the type information (if the license records the type).

Frequently asked questions

Does conversion require changing the tax code?

No. The enterprise code (also the tax code) remains unchanged.

Are contracts signed under the old type still valid?

They remain valid. The converted company inherits everything — no need to re-sign contracts.

What is needed to convert a multi-member LLC into a single-member one?

One member acquires all contributed capital of the remaining member (transfer contract, personal income tax obligations), then registers the conversion into a single-member LLC.

Notes on applying current regulations

Type conversion often accompanies capital transfer transactions — personal income tax, the new charter, and the registration procedure need to be handled together. Debts and disputes should be reviewed before conversion. Contact an ANT Legal lawyer at 0966.475.966 for advice.

Common risks to note

  • Failure to fully settle debts and disputes before conversion;
  • Not declaring personal income tax on capital transfers;
  • A sketchy post-conversion charter;
  • Failure to update sectoral licenses.

How ANT Legal can help

ANT Legal advises on type conversion plans from an LLC; drafts capital transfer dossiers and conversion registration dossiers; advises on tax. For prompt advice, please contact a lawyer at 0966.475.966.

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