If you want to change your business type from a private enterprise to a 2-member limited liability company, what documents are needed?

What is business registration?

In Clause 1, Article 3, Decree 01/2021/ND-CP stipulates the concept of business registration as follows: is the business founder’s registration of information about the enterprise expected to be established, the enterprise registers changes in business registration information with the Business Registration Authority and is stored in the National Business Registration Database. Business registration includes registration of business establishment, registration of branch operations, representative offices, business locations and other registration and notification obligations according to the provisions of this Decree.

What is the procedure for business registration?

According to Article 26 of the Law on Enterprises 2020, the order and procedures for business registration are as follows:

– The business founder or authorized person shall register the business with the Business Registration Authority in the following manner:

+ Register your business directly at the Business Registration Office;

+ Business registration via postal service;

+ Register your business via electronic information network.

– Business registration documents via electronic information network include data as prescribed by this Law and are presented in electronic document form. Business registration documents via electronic information network have the same legal value as paper business registration documents.

Organizations and individuals have the right to choose to use digital signatures in accordance with the law on electronic transactions or use business registration accounts to register businesses via electronic information networks.

– Business registration account is an account created by the National Business Registration Information System, issued to individuals to register a business via the electronic information network. The individual who is granted a business registration account is responsible before the law for the registration and use of the business registration account to register a business via the electronic information network.

– Within 03 working days from the date of receipt of the dossier, the Business Registration Authority is responsible for reviewing the validity of the business registration dossier and granting business registration; In case the dossier is not valid, the Business Registration Authority must notify in writing the content that needs to be amended or supplemented to the business founder. In case of refusal to register a business, it must be notified in writing to the business founder and clearly state the reason.

In case you want to change the business type from a private enterprise to a 2-member limited liability company, what documents are needed? What is the process ?

Pursuant to Article 23 and Article 26 of Decree 01/2021/ND-CP on business registration, it is stipulated that in case organizations and individuals want to change their business type from a private enterprise to a limited liability company, the following documents are required for registration:

– Application for business registration

– Company charter

– List of members

– Copies of the following documents:

+ Personal legal documents for company members and foreign investors who are individuals; Legal documents of the organization for members who are foreign investors and organizations; Legal documents of the individual for the authorized representative of the member, who is a foreign investor or an organization, 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 by the private enterprise owner to be personally responsible with all of his or her assets for all unpaid debts and to commit to paying the debt in full when due;

– Written agreement of the private enterprise owner with the parties to the unliquidated contract on the conversion of the company to receive and continue to perform those contracts;

– Written commitment or written agreement of the private enterprise owner with other capital contributing members on the reception and use of existing employees of the private enterprise;

– Transfer contract or documents proving completion of transfer in case of capital transfer of private enterprises; Donation contract in case of donating capital to a private enterprise; Copy of document certifying the legal inheritance rights of the heir in case of inheritance according to the provisions of law;

– 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.

Enterprise registration process when converting the type of enterprise

According to Article 32, Article 33 Decree 01/2021/ND-CP on business registration regulates the place to receive and process business registration documents and the process as follows:

– To submit the above business registration application, you need to submit the application at the Business Registration Office where the enterprise is headquartered.

– After receiving the business registration application, the Business Registration Office issues a Receipt of receipt of the application to the applicant.

– After giving the Receipt of receipt of the application, the Business Registration Office fully and accurately enters the information in the business registration application, checks the validity of the application and downloads the digitized documents in the business registration application into the National Information System for business registration.

– The Business Registration Office issues the Business Registration Certificate, Confirmation of changes in business registration content, updates information on changes in business registration content in the National Business Registration Database within 03 working days from the date of receiving valid documents.

– In case the dossier is not valid or the business name requested to be registered does not comply with regulations, the Business Registration Office must notify in writing the content that needs to be amended or supplemented to the business founder or enterprise within 03 working days from the date of receipt of the dossier. The Business Registration Office records all requests for amendments and supplements to business registration documents for each set of documents submitted by the enterprise in a Notice of request for amendments and supplements to business registration documents.

– If within 03 days the Certificate of Business Registration, Certificate of Change in Business Registration Content has not been issued, or the Business Registration Content in the National Business Registration Database has not been changed or a notice requesting amendments and supplements to the Business Registration Document has not been received, the business founder or enterprise has the right to complain and denounce according to the provisions of law on complaints and denunciations.