Converting a Joint-Stock Company into a Single-Member LLC: Methods and Procedures

A joint-stock company may be converted into a single-member limited liability company under Article 203 of the Law on Enterprises 2020 (Law 76/2025/QH15 does not amend Article 203 — that law only amends Article 207 on dissolution conditions, effective from 01/7/2025). The converted company inherits all rights and obligations of the joint-stock company before conversion. The conversion registration procedure is carried out at the provincial-level business registration authority under Decree 168/2025/ND-CP.

1. Methods of converting a joint-stock company into a single-member LLC

Under Article 203 of the Law on Enterprises 2020 (not amended by Law 76/2025/QH15), a joint-stock company may be converted into a single-member limited liability company by one of the following methods: one shareholder receives the transfer of all shares of the remaining shareholders; an organization or individual that is not a shareholder receives the transfer of all shares of all shareholders of the company; or the company has only one shareholder remaining after conducting transfer transactions as prescribed.

The conversion must be approved by the General Meeting of Shareholders in accordance with the order, procedures and voting conditions prescribed in the Law on Enterprises and the company charter. A shareholder opposing the conversion has the right to request the company to repurchase their shares as prescribed by law.

2. Dossier for registering the conversion of a joint-stock company into a single-member LLC

Article 26 of Decree 168/2025/ND-CP distinguishes two cases of converting a joint-stock company into a single-member LLC.

Case 1 — Clause 3, Article 26: a joint-stock company converts into a single-member LLC because only one shareholder contributes capital as committed (for example: the remaining shareholders fail to contribute capital as committed). The dossier includes: the documents prescribed in Clause 3, Article 24 of Decree 168/2025/ND-CP (excluding the copy of the Investment Registration Certificate); a copy of the document of the Investment Registration Authority approving the capital contribution, share purchase or capital contribution portion purchase by foreign investors (if subject to registration).

Case 2 — Clause 4, Article 26 (all remaining cases: transfer, donation, inheritance, merger, consolidation, company share repurchase…): the dossier includes the documents in Clause 3, Article 24, together with the transfer contract or documents proving completion of the transfer (or donation contract; document confirming inheritance rights; merger/consolidation contract; repurchase contract — depending on the situation) and the approval document of the Investment Registration Authority (if any).

The dossier is submitted to the provincial-level business registration authority where the company has its head office, under Decree 168/2025/ND-CP (replacing Decree 01/2021/ND-CP from 01/7/2025).

3. Processing time and legal consequences after conversion

The business registration authority examines the validity of the dossier and grants the Enterprise Registration Certificate to the converted company within the time limit prescribed by enterprise registration law. From the date of issuance of the new Enterprise Registration Certificate, the joint-stock company ceases to exist in its old form.

On legal consequences: the single-member limited liability company after conversion inherits all lawful rights, obligations and interests of the joint-stock company before conversion, including debts, signed contracts, tax obligations and obligations to employees. The company needs to carry out related procedures such as: notifying the tax authority, updating bank account information, seals (if changed), and adjusting sub-licenses attached to the enterprise type (if any).

Notes on applying current legal provisions

This article is presented for reference, helping readers understand the legal issue at an overview level before preparing dossiers. Legal provisions may change depending on timing and the specific circumstances of each enterprise. Where it is necessary to determine the exact procedures and dossier applicable to your company, you should contact an ANT Legal lawyer at 0966.475.966 for review and advice before proceeding.

Common risks to note

• A General Meeting of Shareholders resolution failing to reach the prescribed voting ratio, rendering the conversion invalid.
• Failing to fully resolve the dissenting shareholders’ right to request share repurchase.
• Missing post-conversion notification and update obligations (tax, banking, sub-licenses).
• Applying the wrong forms and procedures of the expired Decree 01/2021/ND-CP.

How can ANT Legal help?

ANT Legal assists in advising on enterprise-type conversion plans, drafting dossiers and General Meeting of Shareholders resolutions, and representing clients in registration procedures at the business registration authority.

For quick advice, you may contact a lawyer at 0966.475.966.

Frequently asked questions

By what methods may a joint-stock company convert into a single-member LLC?
Under Article 203 of the Law on Enterprises 2020: (1) one shareholder receives the transfer of all shares of the remaining shareholders; (2) an organization or individual that is not a shareholder receives the transfer of all shares of the company; (3) the company has only one shareholder remaining after transfer transactions as prescribed.

Where is the conversion registration dossier submitted?
To the provincial-level business registration authority where the company has its head office, under Article 26 of Decree 168/2025/ND-CP.

After conversion, does the new company inherit the old company’s obligations?
Yes. The single-member limited liability company after conversion inherits all lawful rights, obligations and interests of the joint-stock company before conversion, including debts, signed contracts, tax obligations and obligations to employees.

Related articles

How does a joint-stock company convert into a multi-member limited liability company?
Regulations on assuming tax obligations after converting from a joint-stock company to a limited liability company under Vietnamese law
Regulations on accounting work in case of conversion of type or ownership form under Vietnamese law