Doanh nghiệp - Thương mại

Conversion of a single - member limited liability company into a Joint stock company

When a multi-member limited liability company aspires to attract diversified investors, increase the ability to mobilize capital, and expand the scale and size of the business, the change of the trade sort to a joint-stock company is one walk admirably. A multi-member limited liability company may be converted into a joint-stock company by the following methods under Article 202 of the Law on enterprises 2020:

-       without raising additional capital from other organizations and individuals or selling stakes;

-       by raising additional capital from other organizations and individuals;

-       by selling all or part of the stakes to one or some organizations and individuals; or

-       combining all the mentioned methods.

Application in case of conversion of a single-member limited liability company into a joint stock company:

  1. Application form for joint stock company registration;
  2. The company’s charter;
  3. A list of founding shareholders, foreign shareholders (if any);
  4. Legitimate copies of the following documents:

      Valid citizenship card or ID card or passport, for the authorized representative of the enterprise;

      In matter, founding shareholders, foreign shareholders are individuals: valid citizenship card or ID card or passport, for the authorized representative of the enterprise;

      In matter, founding shareholders, foreign shareholders are organizations:

-       The decision on establishment or certificate of enterprise registration or an equivalent document, the Charter or an equivalent document of the founding shareholders, foreign shareholders which are organizations;

-       Valid citizenship card or ID card or passport, for the authorized representative of the founding shareholders, foreign shareholders are organizations and the document on appointing the authorized representative (refer to Article 15 of the Law on enterprises 2020).

(If the shareholder is a foreign organization, the copy of the Enterprise Registration Certificate or other equivalent documents must be consular legalized).

  1. A decision of the company’s owner on conversion of the company;
  2. The contract for stake transfer or documents proving completion of the transfer or agreement on capital contribution;
  3. A duplicate of the record certifying the legitimate legacy of the inheritance in case of legacy in agreement with the law;
  4. Documents verifying the capital contribution of the new member;
  5. The investment registration agency's written approval of capital contribution, share purchase, purchase of capital contribution portions of foreign investors or foreign-invested economic organizations, in case registration procedures are required capital contribution, share purchase, capital contribution purchase of foreign investors, foreign-invested economic organizations under the Law on Investment.

 

Processing order:

      Step 1: The company owner decides on enterprise reorganization.

      Step 2: The parties sign a capital transfer contract, an agreement on capital contribution, confirm the inheritance and complete the payment of the transferor capital contribution.

      Step 3: Prepare the file under above regulations on converting into joint-stock companies. Shareholders agree on the construction of the Charter of the Joint Stock Company;

      Step 4: Submit the file to the Department of Planning and Investment where the joint-stock company is located, or submit an online application on National Business Registration Portal (https://dangkykinhdoanh.gov.vn) or through public postal services..

      Step 5: Engrave and publish the seal sample of the converted company;

      Step 6: The company publishes a report per the law (refer to Article 25 of Decree 47/2021).

Processing time:

The conversion shall be registered with the business registration authority within 10 days from the day on which the conversion is complete. Within 03 working days from the receipt of the application for conversion, the business registration authority shall reissue the Certificate of Enterprise Registration and update the company’s status to the national enterprise registration database.

>> Consulting on business reorganisation:

 

With the broad ability and in-depth understanding of Vietnam’s political culture and legitimate improvements, the TDH lawyers' office is in one of the fittest positions to prompt clients on Vietnamese laws. Other than that, our site has been made as simple as conceivable for the clients' utilization. We cut through complexities to create straightforward and quick resolutions for our clients. Be that as it may, due to the shift of legitimate issues, we are satisfied to welcome our clients to contact us for the foremost express arrangement.

 

Contact us:

TÔ ĐÌNH HUY LAWYER’S OFFICE

Add: -10-11 Centana Thủ Thiêm, 36 Mai Chí Thọ, An Phú ward, district 2, HCMC.

Tel: 083. 8991104/ Fax: 083. 8991104

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