Conversion from a joint stock company into limited liability company with more than two members

a) Implementation order:

·      The company shall register to change its type at the Business registration office within 10 days from the date of completion of the conversion.

·      Within 03 working days from the date of receipt of conversion documents, the Enterprise registration office shall issue the Enterprise registration certificate.

b) Implementation method: The company directly submits documents to the Business registration office where the company registered its head office or submits the enterprise registration documents via electronic network

c) Documents, including:

·      Request for registration of limited liability company with more than two members;

·      The charter of the converted company;

·      The decision of the General Assembly of shareholders on the conversion;

·      List of members and valid copy of papers as prescribed in Clause 4, Article 22 of the Enterprise Law;

·      Contributed capital transfer agreement or papers demonstrating the completion of the transfer or investment capital contribution agreement.

d) Number of documents: 01 set.

đ) Time limit for settlement: Within 03 (three) working days, after receipt of full valid documents.

e) Implementing agency: Business Registration Office - Department of Planning and Investment.

g) Subjects of administrative procedures: Individuals, organizations.

h) Results of administrative procedures: Enterprise Registration Certificate/ Notice on amendment and supplement of enterprise registration documents

i) Fees: VND 200,000 (Circular No. 176/2012/TT-BTC) (Payment by the time of filling).

k) Name of form, declaration:

·      Request for registration of limited liability company with more than two members (Annex I-3, Circular No. 20/2015/TT-BKHDT);

·      List of members of limited liability company with more than two members (Annex I-6, Circular No. 20/2015/TT-BKHDT).

l) Requirements and conditions for procedure implementation: Defined in Article 28, 197 of the Enterprise Law and Article 25 of Decree No. 78/2015/ND-CP

m) Legal basis of administrative procedures:

·      The Enterprise Law of the Assembly of the Socialist Republic of Vietnam No. 68/2014/QH13 dated 26/11/2014 (The Enterprise Law);

·      Decree No. 78/2015/ND-CP dated 14/9/2015 of the Government on enterprise registration (Decree No. 78/2015/ND-CP);

·      Circular No. 20/2015/TT-BKHDT dated 01/12/2015 of the Ministry of Planning and Investment guiding the enterprise registration (Circular No. 20/2015/TT-BKHDT);

·      Circular No. 176/2012/TT-BTC dated 23/10/2012 of the Ministry of Finance providing for the collection level, collection regime, payment, management and use of fees of enterprise registration, business household registration and enterprise information supply fee (Circular No. 176/2012/TT-BTC).