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Converting a JSC into a Single-Member LLC in Vietnam

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Short answer: Yes. A joint stock company may convert into a single-member LLC when there remains only 01 owner (e.g., one shareholder receives transfers of all shares). Procedure: (1) shareholders approve the conversion decision; (2) transfer/recall shares so only 01 owner remains; (3) register the conversion with the Business Registration Office; (4) the converted single-member LLC succeeds to all rights and obligations of the pre-conversion joint stock company. Legal basis: Article 203 of the Law on Enterprises 2020 (amended by Law No. 76/2025/QH15); Decree 168/2025/ND-CP.

Legal basis

  • Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — Article 203 (converting a joint stock company into an LLC and vice versa);
  • Decree 168/2025/ND-CP on enterprise registration — dossier for enterprise-type conversion registration.

When to convert from a JSC to a single-member LLC?

  • One shareholder receives transfers of all shares of the remaining shareholders — the company has only 01 owner left;
  • Shareholders want to simplify governance: from the GMS–Board model to the lean Company Chairman model;
  • Post-M&A restructuring: the buyer acquires 100% of shares and wants to convert to a single-member LLC.

Conversion conditions

  • The joint stock company has only 01 shareholder (an individual or organization) — meeting the owner condition of a single-member LLC;
  • The conversion decision is approved by the General Meeting of Shareholders with the proper voting ratio;
  • Share transfers are completed (transfer contracts, payment, shareholder register updated); individual transferors pay personal income tax as prescribed;
  • The company is not in the course of dispute resolution affecting the conversion.

Conversion procedure

Step 1. Approve the conversion decision

The General Meeting of Shareholders approves: the conversion plan; the charter of the post-conversion single-member LLC; the plan for handling shares, assets, debts and employees.

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Step 2. Transfer shares to 01 owner

Shareholders sign share transfer contracts with the receiving shareholder; fulfill personal income tax obligations; update the shareholder register.

Step 3. Register the conversion

  • Application form for enterprise registration (single-member LLC);
  • Charter of the single-member LLC;
  • Decision and meeting minutes of the General Meeting of Shareholders on the conversion;
  • Share transfer contracts/documents evidencing completion of transfers;
  • File with the Business Registration Office; processing time 03 working days.

Step 4. Update after conversion

Seal, e-invoices, digital signature, bank accounts; specialized licenses (if recording the enterprise type); notify partners.

Succession principle

  • The post-conversion single-member LLC succeeds to all rights and obligations: contracts, tax debts, partner debts, employee obligations;
  • No asset liquidation or tax finalization as in dissolution;
  • The enterprise code remains unchanged;
  • The new owner is liable for the company’s debts within the charter capital (except where the law provides otherwise).

Frequently asked questions

Does conversion require changing the tax code?

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

Do transferring shareholders pay tax for the conversion transfer?

Yes. Individuals transferring shares must pay personal income tax on securities transfers as prescribed.

Can a company in dispute convert?

Not advisable. Disputes and debts should be fully resolved before conversion to avoid complaints and invalidation.

Notes on applying current legal provisions

Converting from a JSC to a single-member LLC usually accompanies a full-share transfer transaction — personal income tax, valuation and registration procedures need synchronized handling. Contact ANT Legal’s lawyers at 0966.475.966 for advice on the conversion plan.

Common risks to note

  • Filing the conversion dossier before share transfers are completed;
  • Failing to declare and pay personal income tax on share transfers;
  • Not fully resolving debts and disputes before conversion;
  • Not updating specialized licenses after conversion.

How can ANT Legal help?

ANT Legal advises on converting from a joint stock company to a single-member LLC; drafts share transfer dossiers and conversion registration dossiers; and advises on tax. For quick advice, please contact our lawyers at 0966.475.966.

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