Converting a Private Enterprise into a 2-Member LLC: Required Dossiers

What is enterprise registration?

Under Clause 1, Article 3 of Decree 168/2025/ND-CP, enterprise registration is defined as follows: the registration by the enterprise founder of information about the enterprise to be established, and the registration by the enterprise of changes in enterprise registration information with the business registration authority, which is stored in the National Database on Enterprise Registration. Enterprise registration includes registration of enterprise establishment, registration of operations of branches, representative offices and business locations, and other registration and notification obligations under this Decree.

What is the order of enterprise registration?

Under Article 26 of the Law on Enterprises 2020, the order and procedures for enterprise registration are as follows:

– The enterprise founder or authorized person registers the enterprise with the business registration authority by the following methods:

+ Registering the enterprise directly at the business registration authority;

+ Registering the enterprise via postal services;

+ Registering the enterprise via the electronic information network.

– An enterprise registration dossier via the electronic information network comprises data as prescribed by this Law and is expressed in the form of electronic documents. An enterprise registration dossier via the electronic information network has the same legal validity as a paper enterprise registration dossier.

Organizations and individuals may choose to use digital signatures as prescribed by the law on electronic transactions or use a business registration account to register the enterprise via the electronic information network.

– A business registration account is an account created by the National Information System on Enterprise Registration, granted to an individual to register the enterprise via the electronic information network. An individual granted a business registration account is responsible before the law for the registration to be granted and the use of the business registration account to register the enterprise via the electronic information network.

– Within 03 working days from the date of receipt of the dossier, the business registration authority is responsible for examining the validity of the enterprise registration dossier and granting the enterprise registration; where the dossier is not valid, the business registration authority must notify in writing the contents to be amended or supplemented to the enterprise founder. Where enterprise registration is refused, the business registration authority must notify the enterprise founder in writing and state the reasons.

What dossiers are required and what is the process when converting a private enterprise into a 2-member limited liability company?

Under Articles 23 and 26 of Decree 168/2025/ND-CP on enterprise registration, where organizations or individuals wish to convert a private enterprise into a limited liability company, the following documents are required for registration:

– The application for enterprise registration

– The company charter

– The list of members

– Copies of the following documents:

+ Legal documents of the individual for company members who are foreign investors being individuals; legal documents of the organization for members who are foreign investors being organizations; legal documents of the individual for the authorized representative of members who are foreign investors being organizations, and the document appointing the authorized representative.

+ For members that are foreign organizations, copies of the organization’s legal documents must be consularly legalized;

– A written commitment of the private enterprise owner to bear personal liability with all of his/her assets for all unpaid debts and to commit to fully pay the debts when due;

– A written agreement between the private enterprise owner and the parties to unliquidated contracts on the converted company receiving and continuing to perform such contracts;

– A written commitment or written agreement between the private enterprise owner and the other capital-contributing members on the receipt and employment of the existing employees of the private enterprise;

– The transfer contract or documents proving completion of the transfer in case of transfer of the private enterprise’s capital; the donation contract in case of donation of the private enterprise’s capital; a copy of the document confirming the lawful inheritance rights of the heir in case of inheritance as prescribed by law;

– The document of the investment registration authority approving the capital contribution, share purchase or capital contribution purchase of the foreign investor or economic organization with foreign investment capital, for cases subject to the procedures for registering capital contribution, share purchase or capital contribution purchase under the Law on Investment.

Enterprise registration process upon conversion of enterprise form

Under Articles 32 and 33 of Decree 168/2025/ND-CP on enterprise registration, the place for receiving and processing enterprise registration dossiers and the process are as follows:

– To submit the above enterprise registration dossier, the dossier is submitted to the provincial-level business registration authority where the enterprise’s head office is located.

– After receiving the enterprise registration dossier, the provincial-level business registration authority issues a receipt of the dossier to the submitter.

– After issuing the receipt, the provincial-level business registration authority fully and accurately enters the information in the enterprise registration dossier, examines the validity of the dossier, and uploads the digitized documents in the enterprise registration dossier into the National Information System on Enterprise Registration.

– The provincial-level business registration authority grants the enterprise registration certificate, the confirmation of changes to enterprise registration contents, and updates the changed enterprise registration information in the National Database on Enterprise Registration within 03 working days from the date of receipt of a valid dossier.

– Where the dossier is not valid or the requested enterprise name does not comply with regulations, the provincial-level business registration authority must notify in writing the contents to be amended or supplemented to the enterprise founder or enterprise within 03 working days from the date of receipt of the dossier. The provincial-level business registration authority states all requirements for amending or supplementing the enterprise registration dossier for each dossier submitted by the enterprise in a single Notice requesting amendment or supplementation of the enterprise registration dossier.

– If after the 03-day time limit the enterprise registration certificate or confirmation of changes to enterprise registration contents is not granted, the changed enterprise registration contents are not updated in the National Database on Enterprise Registration, or no notice requesting amendment or supplementation of the enterprise registration dossier is received, the enterprise founder or enterprise has the right to complain or denounce in accordance with the law on complaints and denunciations.