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Procedure for conversion of limited liability company to joint-stock company and vice versa

01. Conditions for application

If a limited liability company/joint-stock company would like to change its conversion into joint-stock company/limited liability company, the company must register this conversion at Business Registration Office ("BRO") where the company is located within 10 days from the date of completion of conversion.

02. Applicable laws

1. 2014 Law on Enterprise
2. Decree No. 78/2015/NĐ-CP
3. Decree No. 108/2018/NĐ-CP
4. Circular No. 02/2019/TT-BKHĐT

03. Procedure

Step 1: Prepare applications

  1. Request of enterprise registration
  2. Charter
  3. Valid decision or meeting minutes about the conversion.
  4. List of members/founding shareholder and list of foreign investors.
  5. Capital contribution purchase contract; capital contribution agreement; or other documents proving the completion of the purchase.
  6. Documents proving information of members/shareholders
  • Identification document or equivalent of individual member/founding shareholder/foreign shareholder; Decision on establishment or Enterprise registration certificate or equivalent of institutional member/founding shareholder/foreign shareholder together with authorization document and proofs of information of authorized persons of such instituional member/founding shareholder/foreign shareholder.
  • Investment Registration Certificate of foreign investor

Step 2: Submit the file

Within 10 days from the date of completion of conversion or within 15 days from the date of completion of transferring share to only 01 shareholder or the joint-stock company did not have enough 03 shareholders, the company must submit the file of conversion to BRO where the company is located.

Step 3: Get result

  1. The BRO shall, within 05 working days from the date of receipt of valid file, issue an Enterprise Registration Certificate.
  2. The BRO shall, within 07 working days from the date of issuance of Enterprise Registration Certificate, update the information of the company on the National Portal of Enterprise Registration.

04. Processing Time 05 working days

05. Service fee VND 3 million

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