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Procedures for Converting an LLC into a Joint Stock Company

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Short answer: Yes. An LLC may be converted into a joint stock company when it wants to raise capital widely and increase capital transfer flexibility. Conditions: at least 03 shareholders after conversion; contributed capital is converted into shares. Procedures: (1) the Members’ Council/owner adopts the conversion decision; (2) determine the share structure and shareholders; (3) register the conversion at the Business Registration Office; (4) the converted joint stock company inherits all rights and obligations. Legal basis: Article 203 of the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15); Decree No. 168/2025/ND-CP.

Legal basis

  • The Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — Article 203 (conversion of an LLC into a joint stock company);
  • Decree No. 168/2025/ND-CP on enterprise registration.

When to convert from an LLC to a joint stock company?

  • Plans to raise capital from many investors and investment funds;
  • Wanting flexible capital transfer (free share trading instead of the restrictions on LLC contributed capital);
  • Aiming for stock exchange listing or M&A in the future;
  • Implementing an ESOP (shares for employees).

Conversion conditions

  • After conversion there must be at least 03 shareholders (individuals, organizations);
  • Members’ contributed capital is converted into shares accordingly (determine par value, number of shares, share classes: ordinary, preference);
  • The conversion decision is adopted through the proper order (owner/Members’ Council);
  • Build a new joint stock company charter (GMS, Board of Directors, Supervisory Board structure…).

Conversion procedures

Step 1. Adopt the conversion decision

Adopt: the conversion plan; the plan for converting contributed capital into shares (conversion ratio, share classes); the joint stock company charter; the shareholder list; the plan for handling assets, debts, and labor.

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Step 2. Handle capital and shareholders

  • Convert contributed capital into shares at the adopted ratio;
  • Admit new shareholders (if needed to reach 03 shareholders or under the fundraising plan);
  • Establish the shareholder register.

Step 3. Register the conversion

  • The application for enterprise registration (joint stock company);
  • The joint stock company charter;
  • The list of founding shareholders/shareholders;
  • The decision and meeting minutes on the conversion;
  • Submit to the Business Registration Office; the time limit is 03 working days.

Step 4. Post-conversion updates

Seal, e-invoices, digital signature, bank account, sectoral licenses, signboard; notify partners.

Governance changes after conversion

  • From the Members’ Council to the General Meeting of Shareholders – Board of Directors – Supervisory Board;
  • Important decisions must go through voting by shareholding ratio (some matters require 65% or more);
  • A stricter information disclosure and reporting regime;
  • Shareholders may freely transfer shares (except restrictions on founding shareholders in the first 03 years).

Frequently asked questions

Does conversion require a revaluation of assets?

Not mandatory for a full revaluation; contributed capital is converted into shares at book value/the adopted value. For special assets, an appraisal should determine a fair conversion ratio.

How many shareholders does a single-member LLC need to convert into a JSC?

At least 03 shareholders — the current owner plus at least 02 new shareholders (receiving transferred shares or contributing additional capital).

Must contracts be re-signed after conversion?

No. The joint stock company inherits all rights and obligations under signed contracts.

Notes on applying current regulations

Converting from an LLC to a JSC is a governance turning point: from “a company of acquainted members” to “a company of shareholders”. The JSC charter needs careful design on minority shareholder rights, share transfers, and deadlock resolution. Contact an ANT Legal lawyer at 0966.475.966 for advice.

Common risks to note

  • Fewer than 03 shareholders after conversion;
  • An unfair ratio for converting contributed capital into shares — disputes;
  • A sketchy JSC charter lacking shareholder protection mechanisms;
  • Failure to update sectoral licenses.

How ANT Legal can help

ANT Legal advises on the conversion plan from an LLC to a joint stock company; designs the share structure and charter; carries out the conversion registration procedure. For prompt advice, please contact a lawyer at 0966.475.966.

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