A joint stock company wants to change its type to a limited liability company with 2 or more members?

In what ways can a joint stock company be converted into a limited liability company with 2 or more members?

According to the provisions of Clause 1, Article 204 of the Law on Enterprises 2020, the regulations on converting a joint stock company into a limited liability company with two or more members are as follows:

“Article 204. Converting a joint stock company into a limited liability company with two or more members

1. A joint stock company can be converted into a limited liability company with two or more members by the following method:

a) Convert into a limited liability company with two or more members without mobilizing additional shares or transferring shares to other organizations or individuals;

b) Convert into a limited liability company with two or more members and mobilize other organizations and individuals to contribute capital;

c) Convert into a limited liability company with two or more members and transfer all or part of the shares to other organizations and individuals to contribute capital;

d) The company only has 02 remaining shareholders;

d) Combining the methods specified in Points a, b and c of this Clause and other methods.

2. The company must register company conversion with the Business Registration Authority within 10 days from the date of completion of the conversion. Within 03 working days from the date of receipt of the conversion dossier, the Business Registration Authority will issue the Business Registration Certificate and update the company’s legal status on the National Business Registration Database.

3. The converting company naturally inherits all legal rights and interests and is responsible for debts, including tax debt, labor contracts and other obligations of the converted company.”

Based on the above legal regulations, there are methods to convert a Joint Stock Company into a Limited Liability Company with 2 or more members as follows:

– Convert into a limited liability company with two or more members without raising additional shares or transferring shares to other organizations or individuals;

– Convert into a limited liability company with two or more members and mobilize other organizations and individuals to contribute capital;

– Convert into a limited liability company with two or more members and transfer all or part of the shares to other organizations and individuals to contribute capital;

– The company only has 02 remaining shareholders;

– Combine the above method and other methods.

What is included in the dossier for converting a Joint Stock Company into a Limited Liability Company with 2 or more members?

The dossier for converting a Joint Stock Company into a Limited Liability Company with 2 or more members is specified in Clause 4, Article 26 of Decree 01/2021/ND-CP as follows: following:

“Article 26. Business registration dossier for cases of conversion of business type

…

4. In case of conversion of a limited liability company into a joint stock company and vice versa, the conversion registration dossier includes the documents specified in Article 23 and Article 24 of this Decree, which does not include the Certificate Investment registration prescribed in Point c, Clause 4, Article 23 and Point c, Clause 3, Article 24 of this Decree. Accompanying the application must be the following documents:

a) Resolution and decision of the company owner for a one-member limited liability company or resolution, decision and copy of the meeting minutes of the Board of Members for a limited liability company with two or more members or resolution and copy of the meeting minutes. of the General Meeting of Shareholders for a joint stock company on the conversion of the company;

b) Transfer contract or documents proving completion of transfer in case of transfer of shares or capital contribution; Donation contract in case of donation of shares or capital contribution; Copy of document confirming the legal inheritance of the heir in case of inheritance according to the provisions of law;

c) Certificate Confirmation of capital contribution of new members and shareholders;

d) Document of the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, economic organizations with foreign investment capital in cases where procedures for capital contribution registration, stock purchase, capital contribution purchase must be carried out according to the provisions of the Investment Law.”

Accordingly, Article 23 of the Decree 01/2021/ND-CP regulates business registration documents, the business registration documents for limited liability companies with two or more members are as follows:

“Article 23. Business registration documents for limited liability companies with two or more members, joint stock companies

1. Application for business registration.

2. Company charter.

3. List of members for limited liability companies with two or more members; list of founding shareholders and list of shareholders who are foreign investors for joint stock companies.

4. Copies of the following documents:

a) Personal legal documents for the legal representative of the enterprise;

b) Personal legal documents for company members, founding shareholders, shareholders who are foreign investors who are individuals; Legal documents of the organization for members, founding shareholders, shareholders who are foreign investors being organizations; Legal documents of individuals for authorized representatives of members, founding shareholders, shareholders who are foreign investors who are organizations and documents appointing authorized representatives.

For members and shareholders who are foreign organizations, copies of legal documents of the organization must be consularly legalized;

c) Investment registration certificate in case the enterprise is established established or participated in the establishment by foreign investors or economic organizations with foreign investment capital according to the provisions of the Investment Law and its guiding documents.”

Thus, the specific documents you need to prepare include the following documents:

– Application for business registration

– New charter after changing the company type.

– List of shareholders.

– Copies of the following documents:

+ Personal legal documents for the legal representative of the enterprise;

+ Personal legal documents for company members, founding shareholders, and shareholders who are foreign investors who are individuals; Legal documents of the organization for members, founding shareholders, shareholders who are foreign investors being organizations; Legal documents of individuals for authorized representatives of members, founding shareholders, shareholders who are foreign investors who are organizations and documents appointing authorized representatives.

For members and shareholders who are foreign organizations, copies of the organization’s legal documents must be consularly legalized;

– Resolution and copy of meeting minutes of the general meeting;

– Transfer contract or documents proving completion of transfer in case of transfer of shares or capital contribution; Donation contract in case of donating shares or capital contributions; Copy of document certifying the legal inheritance rights of the heir in case of inheritance according to the provisions of law;

– Documents confirming capital contribution of new members and shareholders;

– Document from the Investment Registration Authority approving the capital contribution, stock purchase, capital contribution purchase of foreign investors, economic organizations with foreign investment capital in cases where procedures for registering capital contribution, stock purchase, capital contribution purchase must be carried out according to the provisions of the Investment Law.

The order and procedures for converting a Joint Stock Company into a Limited Liability Company with 2 or more members proceed as follows. Which?

– Step 1: Prepare information and documents on converting a joint stock company to a two-member LLC

– Step 2: Prepare and complete documents according to regulations on converting a joint stock company to a two-member limited liability company

– Step 3: Submit application to Business Registration Office – Department of Planning and Investment

Within 03 working days from the date of receipt of the application, the Business Registration Authority is responsible for reviewing the validity of the application and issuing a new Business Registration Certificate; In case the dossier is not valid, the Business Registration Authority must notify the enterprise in writing of the content that needs to be amended or supplemented. In case of refusal to issue a new Business Registration Certificate, the enterprise must be notified in writing and clearly state the reason.

– Step 4: Return results