Converting a JSC into a Single-Member LLC: Who Must Sign?

Short answer: When converting a joint-stock company into a single-member limited liability company, former shareholders do not sign directly on the conversion registration dossier filed with the business registration authority — the dossier is signed by the legal representative of the single-member LLC after conversion. However, former shareholders must participate in and vote at the General Meeting of Shareholders approving the conversion resolution, and must sign the share transfer contract (or documents proving completion of the transfer) to formalize the transfer of all shares to the new owner. Details of the dossier and procedure are presented below.

1. When converting a joint-stock company into a single-member LLC, do former shareholders need to sign the dossier?
1.1. Dossier for registering the conversion of a joint-stock company into a single-member limited liability company
For converting a joint-stock company into a single-member limited liability company, a conversion registration dossier must be prepared comprising documents as correspondingly prescribed in Decree 168/2025/ND-CP (replacing Decree 01/2021/ND-CP, effective from 01/7/2025).

1.2. Documents accompanying the conversion registration dossier of a joint-stock company into a single-member limited liability company
The conversion registration dossier of a joint-stock company into a single-member limited liability company must be accompanied by the following documents:

(i) Resolutions or decisions of the company owner for a single-member LLC, or resolutions or decisions and copies of the Board of Members’ meeting minutes for a multi-member LLC, or resolutions and copies of the General Meeting of Shareholders’ meeting minutes for a joint-stock company, on the enterprise conversion.

(ii) Transfer contracts or documents proving completion of the transfer in case of transfer of shares or contributed capital; gift contracts in case of gifting shares or contributed capital; copies of documents confirming the lawful inheritance rights of the heir in case of inheritance under the law.

(iii) Documents confirming capital contributions of the new members or shareholders.

(iv) Documents from the Investment Registration Authority approving capital contribution, share purchase, or contributed capital purchase by foreign investors or foreign-invested economic organizations, for cases requiring the capital contribution/share purchase procedures under the Law on Investment 2020.

(per the corresponding provisions in Decree 168/2025/ND-CP, replacing Decree 01/2021/ND-CP, effective from 01/7/2025)

2. Rules on implementing the conversion of a joint-stock company into a single-member LLC
3. What methods are available for converting a joint-stock company into a single-member LLC?
Under Clause 1, Article 203 of the Law on Enterprises 2020, a joint-stock company may be converted into a single-member limited liability company through the following 03 methods:

(i) One shareholder receives the transfer of all corresponding shares of all remaining shareholders.

(ii) An organization or individual that is not a shareholder receives the transfer of all shares of all shareholders of the company.

(iii) The company is left with only 01 shareholder.

Article 4. Interpretation of terms – Law on Enterprises 2020

In this Law, the following terms are construed as follows:

1. A copy is a document copied from the original register or certified from the original by a competent agency or organization, or collated against the original.

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3. A shareholder is an individual or organization owning at least one share of a joint-stock company.

4. A founding shareholder is a shareholder owning at least one ordinary share and signing the list of founding shareholders of the joint-stock company.

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6. A company includes a limited liability company, a joint-stock company and a partnership.

7. A limited liability company includes a single-member limited liability company and a multi-member limited liability company.

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31. Enterprise reorganization is the division, separation, consolidation, merger or conversion of enterprise type.

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34. Charter capital is the total value of assets contributed or committed to be contributed by company members or the company owner upon establishment of a limited liability company or partnership; it is the total par value of shares sold or registered for purchase upon establishment of a joint-stock company.

Need further advice on the above matter? Please contact ANT Legal’s lawyers via Hotline/Zalo 0966.475.966 for specific advice for each dossier.

Frequently asked questions

Does a type conversion require tax settlement? The company must fulfill tax obligations up to the time of conversion; conversion does not terminate accrued tax obligations.
Must the seal and bank accounts be remade? The single-member LLC after conversion inherits the rights and obligations of the joint-stock company; the seal and registration information are updated under the new enterprise type.