Procedures for converting from a 2-member limited liability company to a limited liability company is legal content that readers often need to check carefully before implementing it in practice. This article has been reorganized by ANT Legal in an easy-to-understand way, helping individuals and businesses understand the main issues, common risks and appropriate solutions.
Converting a LLC with 2 or more members into a single-member LLC when the minimum number of members is no longer guaranteed is 02. ANT Legal Provide guidance on the necessary legal procedures and processes for businesses to convert.
Conversion order and procedures:
Step 1: Register to change the business registration certificate at the Department of Planning and Investment:
Dossier components:
- Business registration application;
- Company charter;
- Valid copy of one of the valid personal identification documents: Citizen identification card or Identity card or Household reference;
- Contract for transfer of capital contribution in the company or documents proving completion of transfer;
- Decision of the Board of Members on converting the type of company;
- Valid copy of the meeting minutes of the Board of Members on converting the type of company.
- Valid copy of the decision Establishment or Certificate of Business Registration or other equivalent documents for the organization that is the owner.
- Power of Attorney.
Number of documents: 01 (set)
How to submit application:
Enterprises submit online application through the national information portal on business registration:
https://dangkyquamang.dkkd.gov.vn
Within 05 working days, the Department of Planning and Investment will consider the eligibility regulations of the application.
After the online registration application is approved, the applicant prepares the following documents and submits them to the 1-stop department of the Department of Planning and Investment (in case of submitting the application using a public digital signature account, there is no need to submit the paper application again):
- 01 set of application components as mentioned above;
- 01 notice approval to submit online application;
- 02 Receipt of online application submission;
- ID copy of the applicant + original comparison.
After that, the Department of Planning and Investment will confirm the application components and return the results.
State fees: Free registration + 100,000 change announcement fee.
Step 2: Carry out tax finalization declaration:
Time to submit tax declaration:
No later than the 45th (forty-five) day from the date of decision on the enterprise’s conversion type of enterprise.
Dossier components:
- Corporate income tax finalization declaration (Form No. 03/TNDN issued with Circular 151/2014/TT-BTC);
- Financial statements up to the time of decision on the enterprise’s conversion of business type Business;
- Power of Attorney.
Place of submission: Tax authority directly managing the business.
Services to carry out procedures for converting the type of business of ANT Legal
- Consulting on required documents Necessary in the dossier on procedures for converting company type;
- Collect, check and authenticate related documents;
- Draft documents, applications, and documents in accordance with the law;
- Representing customers to submit documents at the Business Registration Office of the Department of Planning and Investment;
- Representative The customer pays the necessary fees according to regulations of the state agency;
- Representing the customer to receive the notification results at the Department of Planning and Investment, then handing over the documents to the customer.
ANT Legal always proud to be a company providing legal solution consulting services for businesses. With that experience, we are confident in providing business conversion services.
Note on Applying Current Legal Regulations
This article belongs to the Business & M&A group and is presented for reference purposes, helping readers understand the legal issue at an overview level before preparing a dossier or carrying out a transaction.
Legal regulations may vary depending on the timing, locality, type of dossier and specific circumstances. If you need to determine the exact legal basis applicable to your case, you should contact ANT Legal’s lawyers at 0966.475.966 for review and advice before proceeding.
Common Legal Risks to Note
- Applying legal instruments that have been amended, supplemented or replaced.
- Preparing an incomplete set of documents, materials or necessary evidence.
- Misunderstanding the conditions, procedure, timeline or competent authority.
- Signing, submitting a dossier or carrying out a transaction before fully assessing legal risks.
How Can ANT Legal Support You?
ANT Legal can review the specific circumstances, examine the dossier, identify the applicable legal basis, advise on an appropriate handling plan and represent clients in working with individuals, organizations or competent authorities where necessary.
For prompt advice, you may contact a lawyer at 0966.475.966.
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