Converting a JSC into a Multi-Member LLC: Methods and Timeline

What methods are available for converting a joint-stock company into a multi-member limited liability company? Under Article 204 of the Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15, effective from 01/7/2025), a joint-stock company may be converted into a multi-member limited liability company by the following methods:

• Conversion into a multi-member limited liability company without raising additional capital from or transferring shares to other organizations or individuals;
• Conversion into a multi-member limited liability company while simultaneously raising capital from other organizations or individuals;
• Conversion into a multi-member limited liability company while simultaneously transferring all or part of the shares to other organizations or individuals contributing capital;
• The company has only 02 shareholders remaining;
• A combination of the methods at points a, b and c of this Clause and other methods.

The company must register the conversion with the Business Registration Authority within 10 days from the date the conversion is completed. Within 03 working days from the date of receipt of the conversion dossier, the Business Registration Authority shall issue the Enterprise Registration Certificate and update the company’s legal status on the National Business Registration Database.

The converted company automatically inherits all lawful rights and interests and is liable for the debts, including tax debts, labor contracts and other obligations of the converted company.

What does the dossier for converting from a joint-stock company into a multi-member limited liability company include?

Under Article 26 of Decree 168/2025/ND-CP, the conversion registration dossier includes the documents prescribed in Articles 23 and 24 of that Decree (excluding the Investment Registration Certificate), accompanied by the following:

• The resolution/decision of the company owner for a single-member LLC, or the resolution/decision and a copy of the Members’ Council meeting minutes for a multi-member LLC, or the resolution and a copy of the General Meeting of Shareholders’ meeting minutes for a joint-stock company, on the company conversion;
• The transfer contract or documents evidencing completion of the transfer in case of share/capital contribution transfer; the donation contract in case of donation of shares/capital contributions; a copy of the document confirming the lawful inheritance rights of the heir in case of inheritance as prescribed by law;
• Documents confirming capital contribution by new members/shareholders;
• The written approval of the investment registration authority on capital contribution, share purchase or capital contribution purchase by foreign investors or foreign-invested economic organizations, where capital contribution/share purchase registration procedures are required under the Law on Investment.

In summary, the dossier includes: the enterprise registration application; the company charter; copies of legal documents of the legal representative, the company owner and authorized representatives (legal documents of a foreign organization owner must be consularly legalized); the resolution and meeting minutes on the conversion; transfer/donation/inheritance documents; confirmation of capital contribution by new members; and the investment registration authority’s approval where foreign investors are involved.

How long does it take to process?

Under Clause 2, Article 204 of the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15, effective from 01/7/2025), the Business Registration Authority shall issue the Enterprise Registration Certificate and update the company’s legal status on the National Business Registration Database within 03 working days from the date of receipt of the conversion dossier.

Notes on applying current legal provisions

This article belongs to the Corporate Law knowledge group and is presented for reference, helping readers understand the legal issue at an overview level before preparing a dossier or conducting a transaction. Legal provisions may change over time and vary by locality, dossier type and specific circumstances. Where you need to determine the exact legal basis applicable to your dossier, you should contact an ANT Legal lawyer at 0966.475.966 for review and advice before proceeding.

Common risks to note

• Applying legal documents that have been amended, supplemented or replaced.
• Preparing an incomplete dossier or missing necessary documents or evidence.
• Misunderstanding conditions, procedures, timelines or competent authorities.
• Signing, filing or conducting transactions without fully assessing legal risks.

How can ANT Legal help?

ANT Legal assists in reviewing specific situations, checking dossiers, identifying applicable legal bases, advising on solutions and representing clients in working with individuals, organizations or competent authorities when necessary.

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

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