Tiếng Việt
中文Quick answer: Yes — conversion is mandatory. Under the Law on Enterprises 2020 (amended by Law No. 76/2025/QH15, effective 01/7/2025), a multi-member limited liability company has a maximum of 50 members. When the 51st member joins (exceeding 50 members), the company no longer satisfies the member-number condition of this enterprise type and must convert to a suitable form — normally a joint stock company (no limit on the number of shareholders, minimum 03).
Legal basis
- Law on Enterprises 2020 (amended by Law No. 76/2025/QH15) — provisions on the number of members of a multi-member LLC (02–50) and conversion of enterprise types.
Why must the company convert?
- Multi-member LLC: from 02 to 50 members — this is the defining condition of the enterprise type;
- The 51st member → exceeds the maximum threshold → the company must convert its enterprise type (to a joint stock company) to continue existing lawfully;
- Failure to convert on time may result in administrative penalties in the field of enterprise registration.
Conversion procedure (overview)
- The Members’ Council approves the conversion plan (together with the charter of the joint stock company and the plan to convert contributed capital into shares);
- Prepare the dossier: enterprise registration application (for the joint stock company), charter, list of shareholders, conversion decision…;
- File the dossier at the provincial-level Business Registration Authority;
- Receive the new enterprise registration certificate for the joint stock company; the LLC ceases to exist in its old form and the new company inherits all rights and obligations.
Key notes
- Conversion does not terminate the company’s rights and obligations — the new joint stock company inherits all of them;
- Sub-licenses and contracts recording the old enterprise type should be reviewed and updated after conversion.
How ANT Legal can help
ANT Legal advises on and represents clients in enterprise type conversion procedures. For advice on your specific case, please contact our lawyers at 0966.475.966.
Related services
Corporate Legal Advisory
If your company needs to review governance authority, resolutions, charter documents or internal dispute risk, ANT Legal can help assess the file and suggest appropriate next steps.
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