Converting a Multi-Member LLC to a Single-Member LLC in Vietnam: Procedures

Short answer: An LLC with two or more members may be converted into a single-member LLC under Clause 3, Article 52 of the Law on Enterprises 2020. The dossier is submitted to the Business Registration Office under the Department of Finance where the company is headquartered, conducted online via the National Business Registration Portal; processing time is 03 working days from receipt of a complete and valid dossier. The detailed process follows Decree 168/2025/ND-CP (replacing Decree 01/2021/ND-CP, effective from 01/7/2025).

Legal basis

• Clause 3, Article 52 of the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15) — conversion of an LLC with two or more members into a single-member LLC;
• Decree 168/2025/ND-CP on enterprise registration;
• Law on Tax Administration No. 108/2025/QH15 (effective from 01/7/2026) — related tax obligations.

Conversion conditions

• The Members’ Council adopts the decision to convert the enterprise type;
• Members transfer their contributed capital portions by agreement, ensuring only one owner remains after conversion;
• There is a plan to handle debts and asset obligations; the company is not prohibited from conversion by a competent authority’s decision.

Conversion registration dossier

1. Application for enterprise registration for a single-member LLC;
2. The post-conversion company Charter;
3. Decision of the Members’ Council on the company conversion;
4. Copies of the individual’s legal papers for the company owner and the legal representative;
5. Capital transfer contracts or documents proving completion of the capital transfer.

Note: Specific forms apply per the appendices issued with Decree 168/2025/ND-CP; enterprises should check the latest forms on the National Business Registration Portal before submitting.

Implementation order

1. Step 1: Convene the Members’ Council, adopt the conversion decision and the new Charter; complete the capital transfer;
2. Step 2: Submit the dossier online via the National Business Registration Portal or directly at the Business Registration Office under the Department of Finance;
3. Step 3: Within 03 working days from receipt of a complete and valid dossier, the Business Registration Office issues the new Enterprise Registration Certificate;
4. Step 4: Announce the enterprise registration contents; notify the tax authority of changes in tax registration information.

Tax obligations upon conversion

The type conversion does not trigger a separate tax finalization procedure. The enterprise fulfills tax obligations under the Law on Tax Administration 108/2025/QH15: declaring and fully paying taxes up to the time of conversion; individuals transferring capital fulfill personal income tax obligations on capital transfers as prescribed.

Common risks

• Debts not fully settled, leading to post-conversion disputes;
• Capital transfer contracts lacking tight terms on price, payment method and transfer timing;
• Late notification of tax registration information changes, subject to administrative penalties.

Where you need to determine the suitable plan for your enterprise’s specific situation, please discuss with a lawyer in advance for dossier review and advice on handling options.

For prompt advice, please contact our lawyers at 0966.475.966.

Related articles

• Procedures for converting from a single-member LLC to an LLC with two or more members
• Procedures for converting from a joint-stock company to a single-member LLC
• 7 things to do immediately after establishing an enterprise or company in Vietnam