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

Short answer: A single-member LLC may be converted into an LLC with two or more members under Article 26 of the Law on Enterprises 2020 by raising additional capital contributions from new members or transferring part of the current owner’s capital. The dossier is submitted to the Business Registration Office under the Department of Finance, conducted online via the National Business Registration Portal; processing time is 03 working days. The current process applies Decree 168/2025/ND-CP (effective from 01/7/2025, replacing Decree 01/2021/ND-CP).

Legal basis

• Article 26 of the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15);
• Decree 168/2025/ND-CP on enterprise registration.

Conversion methods

• Raising additional capital contributions: the current owner keeps their capital portion and admits new members contributing capital;
• Transferring part of the capital: the owner transfers part of the contributed capital to other individuals or organizations to become new members.

Conversion registration dossier

1. Application for enterprise registration for an LLC with two or more members;
2. The post-conversion company Charter;
3. Decision of the company owner on the conversion;
4. Copies of legal papers of individuals/organizations for new members and the legal representative;
5. Capital transfer contract or documents proving completion of the new member’s capital contribution.

Implementation order

1. Step 1: The owner issues the conversion decision; signs the capital transfer contract or admits new capital contributions; adopts the new Charter;
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, the Business Registration Office issues the new Enterprise Registration Certificate;
4. Step 4: Announce the enterprise registration contents; update tax registration information.

Notes on capital and tax

• New members must fully contribute their committed capital within 90 days from the issuance of the Enterprise Registration Certificate;
• Individuals transferring capital fulfill personal income tax obligations on capital transfers under current tax legislation.

Common risks

• Unclear valuation of the transferred capital portion, leading to disputes;
• Not updating the Charter and member register after conversion;
• Submitting dossiers on old forms of the expired Decree 01/2021, being required to supplement.

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