Doanh nghiệp - Thương mại

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

The conversion of a joint stock company into a single-member limited liability company is one type of the enterprises’ reorganization. This can be conducted in accordance with Article 203 of the Law on enterprises 2020:

-       A shareholder receives all shares of the other shareholders;

-       A organization or individual other than a shareholder receives all shares of all shareholders;

-       Only 01 shareholder remains in the company.

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

  1. Application form for single-member limited liability company registration;
  2. The company’s charter;
  3. Legitimate copies of the following documents:

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

      In matter, the owner is an individual: A valid citizen's identity card or ID card, or passport;

      In matter, the owner is an organization:

-       The decision on establishment or certificate of enterprise registration or an equivalent document, the Charter or an equivalent document of the company’s owner if the company’s owner is an organization (except for the State);

-       Valid citizenship card or ID card or passport of the authorized representative of the member being the organization and the document on appointing the authorized representative (refer to Article 15 of the Law on enterprises 2020).

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

  1. A decision of the General Meeting of Shareholders on conversion of the company;
  2. The contract for stake transfer or documents proving completion of the transfer or agreement on capital contribution;
  3. Contribution contract in case of transferring shares;
  4. A duplicate of the record certifying the legitimate legacy of the inheritance in case of legacy in agreement with the law;
  5. Documents verifying the capital contribution of the new member;
  6. 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: Conduct on the General Meeting of Shareholders and decide on enterprise reorganization; capital transfer (if any) and the transferee decides on the receipt of capital transfer.

      Step 2: The parties sign a capital transfer contract and complete the payment.

      Step 3: Make the file according to the instruction above.

  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).

Remark meanwhile transforming:

The transfer or receipt of shares specified in Clause 1 of Article 203 of the Law on enterprises 2020  shall be made at market value or a value determined by asset-based method or discounted cash flow method or another method.

The limited liability company obviously inherits all lawful rights and interests, debts including tax debts, employment contract and other obligations of the joint stock company.

Processing time:

Within 15 days from the occurrence of any of the events specified in Clause 1 of this Article, an application for conversion shall be submitted to the business registration authority where the enterprise is registered. Within 03 working days from the receipt of the application, the business registration authority shall issue 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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