Dossier for Converting an LLC into a JSC in Vietnam

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The registration dossier for converting a limited liability company into a joint stock company is submitted to the provincial-level business registration authority (Business Registration Office — Department of Finance) where the company is headquartered, under Article 202 of the Law on Enterprises 2020 (not amended by Law No. 76/2025/QH15) and Decree No. 168/2025/ND-CP on enterprise registration. An LLC may convert under three methods: (a) without raising additional capital and without selling capital contributions; (b) by raising capital from other organizations or individuals; (c) by selling all or part of capital contributions to other organizations or individuals.

1. Components of the dossier for converting an LLC into a JSC

Under Clause 5, Article 26 of Decree No. 168/2025/ND-CP, the dossier for registering the conversion of an LLC into a JSC (and vice versa) includes: (a) the documents prescribed in Clause 4, Article 24 of this Decree — i.e. the dossier for establishing a JSC: the enterprise registration request; the charter of the post-conversion JSC; the list of founding shareholders, list of foreign-investor shareholders, list of beneficial owners (if any); copies of legal documents of individual/organization shareholders and the legal representative; (b) the transfer contract or documents evidencing completion of transfer of capital contributions (for the method of selling capital contributions), documents evidencing capital contribution of new members or shareholders (for the method of raising additional capital); (c) a copy of the investment registration authority’s written approval of capital contribution or share purchase by foreign investors (where registration is required under the Law on Investment). In practice, the dossier also needs the resolution or decision of the owner/Members’ Council on the company conversion as the basis for implementation.

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2. Procedure and time limit for processing the conversion dossier

– Step 1: The LLC’s Members’ Council/owner approves the conversion resolution, the draft JSC charter and the plan for converting capital contributions into shares.
– Step 2: Submit the dossier to the provincial-level business registration authority (directly or online via the National Enterprise Registration Portal).
– Step 3: The business registration authority examines the validity of the dossier and issues the Enterprise Registration Certificate to the JSC within 03 working days from the date of receipt of a complete and valid dossier; in case of refusal, it must notify in writing stating the reasons.

3. Consequences after conversion

The post-conversion JSC inherits all rights and obligations of the pre-conversion LLC, including tax obligations, debts and labor contracts. The company must: re-carve the seal (if the name/entity type shown on the seal changes); notify changes of information to tax authorities, banks and partners; publish the announcement as prescribed; and adjust sub-licenses tied to the enterprise type (if any).

Notes on applying current legal provisions

This article is for reference, helping readers understand the legal issue at a general level. Detailed dossier components should be checked against Decree No. 168/2025/ND-CP and current forms at the time of submission. Where advice is needed, you should contact ANT Legal’s lawyers at 0966.475.966 for verification and advice before proceeding.

Common risks to note

Missing the conversion resolution of the owner/Members’ Council.
Not properly handling foreign investors’ capital contributions.
Forgetting to notify tax authorities and banks of changes after conversion.
Using old dossier forms predating Decree No. 168/2025.

How can ANT Legal help?

ANT Legal assists with drafting dossiers for converting enterprise types and handling full-package registration procedures. For quick advice, you may contact our lawyers at 0966.475.966.

Frequently asked questions

Where is the dossier for converting an LLC into a JSC submitted?
It is submitted to the provincial-level business registration authority (Business Registration Office — Department of Finance) where the company is headquartered, under Article 202 of the Law on Enterprises 2020 and Decree No. 168/2025/ND-CP.

What is the processing time for an entity-type conversion dossier?
The business registration authority issues the Enterprise Registration Certificate to the JSC within 03 working days from the date of receipt of a complete and valid dossier.

By what methods may an LLC convert into a JSC?
Three methods: (a) without raising additional capital and without selling capital contributions; (b) by raising capital from other organizations or individuals; (c) by selling all or part of capital contributions to other organizations or individuals.

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