To convert a joint stock company into a one-member limited liability company, do old shareholders need to sign documents?

1. Does a joint stock company converting into a limited liability company with one member of the old shareholder need to sign documents?
1.1. Application for converting a joint stock company into a one-member limited liability company
In case of converting a joint stock company into a single-member limited liability company, a conversion registration dossier must be prepared including the documents specified in Article 23 and Article 24 of Decree 01/2021/ND-CP and does not include the Investment Registration Certificate specified in Point c, Clause 4, Article 23 and Point c, Clause 3, Article 24 of Decree 01/2021/ND-CP.

1.2. Documents accompanying the application for converting a joint stock company into a one-member limited liability company
Attached to the registration dossier for converting a joint stock company into a single-member limited liability company must be the following documents:

(i) Resolutions and decisions of the company owner for one-member limited liability companies or resolutions, decisions and copies of meeting minutes of the Board of Members for limited liability companies with two or more members or resolutions and copies of meeting minutes of the General Meeting of Shareholders for joint stock companies on company conversion.

(ii) Transfer contract or documents proving completion of transfer in case of transfer of shares or capital contribution; Donation contract in case of donating shares or capital contributions; Copy of document certifying the legal inheritance rights of the heir in case of inheritance according to the provisions of law.

(iii) Documents confirming capital contribution of new members and shareholders.

(iv) Document from the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, economic organizations with foreign investment capital in cases where capital contribution registration procedures, stock purchase, capital contribution purchase must be carried out according to the provisions of the Law on Investment 2020.

(Clause 4, Article 26, Decree 01/2021/ND-CP)

2. Regulations on converting a joint stock company into a one-member limited liability company
3. What methods are there to convert a joint stock company into a one-member limited liability company?
According to Clause 1, Article 203 of the Law on Enterprises 2020, a joint stock company can be converted into a single-member limited liability company by the following 3 methods:

(i) One shareholder receives the transfer of all corresponding shares of all remaining shareholders.

(ii) An organization or individual who is not a shareholder receives the transfer of all shares of all shareholders of the company.

(iii) The company only has 01 shareholder left.

Article 4. Explanation of terms – Law on Enterprises 2020

In this Law, the following terms are understood as follows:

1. A copy is a document copied from the original book or authenticated from the original by a competent agency or organization or compared with the original.

…

3. Shareholders are individuals or organizations that own at least one share of a joint stock company.

4. Founding shareholders are shareholders who own at least one common share and sign in the list of founding shareholders of a joint stock company.

…

6. Company includes limited liability company, joint stock company and partnership company.

7. Limited liability companies include one-member limited liability companies and limited liability companies with two or more members.

…

31. Enterprise reorganization is the division, separation, consolidation, merger or conversion of an enterprise type.

…

34. charter capital is the total value of assets contributed or committed to by company members and owners when establishing a limited liability company or partnership; is the total par value of shares sold or registered to buy when establishing a joint stock company.