Procedures for converting from a limited liability company to a joint stock company

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Conditions and methods for converting a limited liability company into a joint stock company?

Based on Article 202 of the Law on Enterprises 2020, we see that in order to convert a limited liability company into a joint stock company, one of the following requirements must be met: Conditions below:

  • Conversion by mobilizing additional organizations and individuals to contribute capital;
  • Conversion without mobilizing additional organizations or individuals to contribute capital, and not selling the capital contribution to other organizations/individuals;
  • Conversion by selling all or part of the capital contribution to one or several organizations or individuals other;
  • Combination of the above methods
  • Conversion documents
Pursuant to Clause 4, Article 26 of Decree 01/2021/ND-CP, the conversion documents include:
  1. Application for business registration.
  2. Charter companies  converted according to the provisions of Article 24 of the Law on Enterprises 2020;
  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.
Copies of the following documents:
a) Individual legal documents for the legal representative of the enterprise;
b) Personal legal documents for company members, founding shareholders, shareholders who are foreign investors other than individuals;
Legal documents of the organization for members, founding shareholders, shareholders who are foreign investors who are organizations;
Legal documents of the individual for  authorized representatives of members, founding shareholders, shareholders who are foreign investors who are organizations and documents appointing authorized representatives rights.

Conversion procedures

Step 1: Draft documents, need to draft and prepare documents as above.
Step 2: Submit documents to the Business Registration Office under the Department of Planning and Investment where the enterprise’s head office is registered. According to Clause 3, Article 202 of the Law on Enterprises 2020, when converting, the Company must register company conversion with the Business Registration Authority within 10 days from the date of completing the conversion of business type. Enterprise.
Step 3: Based on the appointment letter to receive the results of business type conversion. Within 03 working days from the date of receiving the conversion dossier, the Business Registration Authority will re-issue the Business Registration Certificate and update the company’s legal status on the National Business Registration Database.

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