Tiếng Việt
中文Short answer: Not necessarily. The transfer of capital contributions does not automatically lead to a conversion of the enterprise type. Only when the transfer changes the number of members beyond or below the threshold of the current enterprise type (e.g., a multi-member LLC is left with only 01 member, or a single-member LLC gains a new member) must the enterprise convert its type under the Law on Enterprises 2020. Administrative sanctions in the field of enterprise registration are applied under Decree 122/2021/ND-CP (as amended by Decree 288/2026/ND-CP) — Decree 12/2022/ND-CP does not apply (it governs labor and social insurance).
Current legal framework
- Law on Enterprises 2020 (as amended by Law 76/2025/QH15) — Article 52 (transfer of capital contributions; priority offer to remaining members), Article 53 (handling of capital contributions in special cases), provisions on conversion of enterprise types;
- Decree 168/2025/ND-CP — procedures for registering member changes and enterprise type conversion;
- Decree 122/2021/ND-CP (as amended by Decree 288/2026/ND-CP) — administrative sanctions in the field of planning and investment (including enterprise registration).
When does a capital transfer lead to enterprise type conversion?
- No conversion required: transfer of part of the capital among existing members, or a new member replacing another while the total number of members remains within the threshold of the type (multi-member LLC: from 02 to 50 members);
- Conversion required: after the transfer, a multi-member LLC is left with 01 member → converts into a single-member LLC; a single-member LLC gains a new member → converts into a multi-member LLC or a joint-stock company;
- The conversion is registered simultaneously with the member-change procedure at the Business Registration Authority.
Implementation procedures
- Sign the capital contribution transfer contract; payment as agreed;
- Give priority offer of the contributed capital to the remaining members in proportion to their contributed capital on the same conditions; the capital may only be transferred to a non-member if the remaining members do not purchase or do not fully purchase within 30 days from the date of the offer (Points a, b, Clause 1, Article 52, as amended by Law 76/2025/QH15);
- Hold a Members’ Council meeting to approve the transfer, the change of members (and the enterprise type conversion if arising);
- Declare and pay PIT (for individual transferors) under the Law on Personal Income Tax 2025;
- File the dossier for registering changes to enterprise registration contents (together with the type-conversion dossier if any) with the provincial-level Business Registration Authority.
Key notes
- Decree 12/2022/ND-CP governs labor and social insurance — it does not apply to handling violations regarding enterprise type conversion;
- Failure to carry out change/registration procedures on time may be sanctioned under Decree 122/2021 (as amended by Decree 288/2026).
How ANT Legal can assist
ANT Legal advises on and drafts dossiers for capital contribution transfers and enterprise type conversions, and represents clients in carrying out the procedures. For advice on your specific case, please contact our lawyers at 0966.475.966.
Related services
M&A, Equity Transfer and Project Transfer
If you are preparing an equity transfer, M&A transaction, project transfer or restructuring, ANT Legal can help review legal risks and transaction structure.
