Business registration for business conversion cases

* Execution order:

Step 1: The business founder prepares complete documents and procedures according to regulations.

Step 2: Submit application.

– Submit application directly: The business founder or authorized person submits application at the One-Stop Shop for business registration at the Department of Finance.

– Submitting documents electronically: The business founder or authorized person uses the Public Digital Signature or Business Registration Account to register the business electronically (instructions in Chapter B).

Upon receiving the dossier, the Business Registration Authority reviews the validity of the dossier and issues a Business Registration Certificate within 03 working days from the date of receipt of the dossier. In case of rejection, the business must be notified in writing. The notice must clearly state the reason; requests for amendments and supplements (if any).

* Quantity and components of documents: 01 set according to the regulations specified in Article 25 of Decree No. 78/2015/ND-CP dated September 14, 2015 of the Government, the form is specified in Circular No. 02/2019/TT-BKHDT dated January 8, 2019 of the Ministry of Planning and Investment. Specifically as follows:

6.1. In case of converting a one-member limited liability company into a limited liability company with two or more members, the conversion registration dossier includes:

a) Application for business registration (form in Appendix I-3 of Circular No. 02/2019/TT-BKHDT);
b) Charter of the converted company according to the provisions of Article 25 of the Law on Enterprises No. 68/2014/QH13 dated November 26, 2014;
c) List of company members for LLCs with two or more members (form in Appendix I-6 of Circular No. 02/2019/TT-BKHDT) and a valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese Passport; For foreigners: Foreign passport or document with value in place of passport valid foreign country) of company members in case the members are individuals and a valid copy of the Business Registration Certificate or other equivalent documents in case the company members are organizations;
d) Transfer contract or documents proving completion of transfer or donation contract in case the company owner transfers or donates a portion of charter capital to another individual or organization; Decision of the company owner on raising additional capital contribution in case the company mobilizes additional capital contribution from other individuals or organizations.
e) In case the person with the authority to sign a document requesting business registration authorizes another organization or individual to carry out procedures related to business registration, when performing the procedure, the authorized person must submit a valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese Passport; For foreigners: Foreign passport or valid substitute document valid foreign passport), accompanied by:

– A valid copy of the service provision contract with the service organization performing procedures related to business registration and the introduction letter from that organization to the individual directly performing procedures related to business registration; or

– Authorization document for an individual to carry out procedures related to business registration. This document is not required to be notarized or authenticated.

6.2. In case of converting a limited liability company with two or more members into a single-member limited liability company, the conversion registration dossier includes:

a) Application for business registration (form in Appendix I-2 of Circular No. 02/2019/TT-BKHDT);
b) Charter of the converted company according to the provisions of Article 25 of the Law on Enterprises No. 68/2014/QH13 dated November 26, 2014;
c) A valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese passport; For foreigners: Foreign passport or valid document replacing a valid foreign passport) of the company owner in case the owner is an individual or a valid copy of the establishment decision or Business registration certificate or other equivalent documents of the company's owner. company owner in case the company owner is an organization;
d) A valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese passport; For foreigners: Foreign passport or valid document replacing a valid foreign passport) of the authorized representative for a one-member limited liability company organized and managed according to the provisions of Point a, Clause 1, Article 78 of the Law on Enterprises.

List of authorized representatives (sample in Appendix I-10 of Circular No. 02/2019/TT-BKHDT) and a valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen ID card or ID card or valid Vietnamese Passport; For foreigners: Foreign passport or valid document replacing a passport valid foreign country) of each authorized representative for a one-member limited liability company organized and managed according to the provisions of Point b, Clause 1, Article 78 of the Law on Enterprises.

Authorization document of the owner to the authorized person in case the company owner is an organization;

dd) Contract for transfer of capital contribution in the company or documents proving completion of transfer;

e) Decision and valid copy of meeting minutes of the Board of members of a limited liability company with two or more members on converting the company type.
f) In case the person with the authority to sign a document requesting business registration authorizes another organization or individual to carry out procedures related to business registration, when carrying out the procedure, the authorized person must submit a valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese Passport; For foreigners: Foreign passport or valid substitute document valid foreign passport), accompanied by:

– Authorization document for an individual to carry out procedures related to business registration. This document is not required to be notarized or authenticated.

6.3. In case of converting a private enterprise into a limited liability company, the conversion registration documents include:

a) Application for business registration (form in Appendix I-2 of Circular No. 02/2019/TT-BKHDT for one-member limited liability companies, form in Appendix I-3 of Circular No. 02/2019/TT-BKHDT for limited liability companies with two or more members);
b) Charter of the converted company according to the provisions of Article 25 of the Law on Enterprises No. 68/2014/QH13 dated November 26, 2014;
c) List of creditors and unpaid debts, including tax debt, payment deadline; list of current employees; list of unliquidated contracts;
d) List of members (sample in Appendix I-6 of Circular No. 02/2019/TT-BKHDT) according to the provisions of Article 26 of the Law on Enterprises in case of conversion into a limited liability company with two or more members; A valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese Passport; For foreigners: Foreign passport or valid document replacing a valid foreign passport) of company members in case the members are individuals; A valid copy of the Business Registration Certificate or other equivalent documents in case the company members are organizations;

dd) Written commitment of the owner of a private enterprise to be personally responsible with all of his or her assets for all unpaid debts of the private enterprise and to commit to paying the debt in full when due;

e) Written agreement with the parties to the unliquidated contract on the conversion of the limited liability company to receive and perform those contracts;
g) Written commitment of the private enterprise owner or agreement between the private enterprise owner and other capital contributing members on the reception and use of existing employees of the private enterprise.
h) In case the person with the authority to sign a document requesting business registration authorizes another organization or individual to carry out procedures related to business registration, when performing the procedure, the authorized person must submit a valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese Passport; For foreigners: Foreign passport or valid substitute document valid foreign passport), accompanied by:

– Authorization document for an individual to carry out procedures related to business registration. This document is not required to be notarized or authenticated.

6.4. In case of converting a limited liability company into a joint stock company and vice versa, the conversion registration dossier includes:

a) Application for business registration (sample in Appendix I-2 Circular No. 02/2019/TT-BKHDT for 1-member LLC, sample in Appendix I-3 Circular No. 02/2019/TT-BKHDT for LLC with 2 or more members, sample in Appendix I-4 Circular No. 02/2019/TT-BKHDT for public companies joint stock company);
b) Charter of the converted company according to the provisions of Article 25 of the Law on Enterprises No. 68/2014/QH13 dated November 26, 2014;
c) Decision of the company owner or Decision and valid copy of meeting minutes of the Board of Members or the General Meeting of Shareholders on the conversion of the company;
d) List of members (form in Appendix I-6 of Circular No. 02/2019/TT-BKHDT) or list of founding shareholders (form in Appendix I-7 of Circular No. 02/2019/TT-BKHDT), list of shareholders who are foreign investors (form in Appendix I-8 of Circular No. 02/2019/TT-BKHDT) valid copy documents as prescribed in Clause 4, Article 22 and Clause 4, Article 23 of the Law on Enterprises;
e) Copies of the following documents:

– Citizen identification card, ID card, passport or other legal personal identification of members, founding shareholders and shareholders who are foreign investors who are individuals;

– Establishment decision, Business registration certificate or other equivalent documents of the organization and authorization documents; Citizen identification card, ID card, passport or other legal personal identification of the authorized representative of the member, founding shareholder and shareholder who is a foreign investor being an organization.

For members and shareholders who are foreign organizations, a copy of the Business Registration Certificate or equivalent document must be consularly legalized;

– Investment registration certificate for foreign investors according to the provisions of the Investment Law.

f) Capital contribution transfer contract or documents proving completion of transfer or investment capital contribution agreement.
g) In case the person with the authority to sign a document requesting business registration authorizes another organization or individual to carry out procedures related to business registration, when carrying out the procedure, the authorized person must submit a valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese Passport; For foreigners: Foreign passport or valid substitute document valid foreign passport), accompanied by:

– Authorization document for an individual to carry out procedures related to business registration. This document is not required to be notarized or authenticated.

6.5. Converting the type of enterprise in case of inheritance:is carried out as prescribed in the case of converting the corresponding type, in which the transfer contract or documents proving completion of the transfer are replaced by documents confirming legal inheritance rights.

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* Execution order:

Step 1: The business founder prepares complete documents and procedures according to regulations.

Step 2: Submit application.

– Submit application directly: The business founder or authorized person submits application at the One-Stop Shop for business registration at the Department of Finance.

6.1. In case of converting a one-member limited liability company into a limited liability company with two or more members, the conversion registration dossier includes:

a) Application for business registration (form in Appendix I-3 of Circular No. 02/2019/TT-BKHDT);
b) Charter of the converted company according to the provisions of Article 25 of the Law on Enterprises No. 68/2014/QH13 dated November 26, 2014;
c) List of company members for LLCs with two or more members (form in Appendix I-6 of Circular No. 02/2019/TT-BKHDT) and a valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese Passport; For foreigners: Foreign passport or document with value in place of passport valid foreign country) of company members in case the members are individuals and a valid copy of the Business Registration Certificate or other equivalent documents in case the company members are organizations;
d) Transfer contract or documents proving completion of transfer or donation contract in case the company owner transfers or donates a portion of charter capital to another individual or organization; Decision of the company owner on raising additional capital contribution in case the company mobilizes additional capital contribution from other individuals or organizations.
e) In case the person with the authority to sign a document requesting business registration authorizes another organization or individual to carry out procedures related to business registration, when performing the procedure, the authorized person must submit a valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese Passport; For foreigners: Foreign passport or valid substitute document valid foreign passport), accompanied by:

– Authorization document for an individual to carry out procedures related to business registration. This document is not required to be notarized or authenticated.

6.2. In case of converting a limited liability company with two or more members into a single-member limited liability company, the conversion registration dossier includes:

a) Application for business registration (form in Appendix I-2 of Circular No. 02/2019/TT-BKHDT);
b) Charter of the converted company according to the provisions of Article 25 of the Law on Enterprises No. 68/2014/QH13 dated November 26, 2014;
c) A valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese passport; For foreigners: Foreign passport or valid document replacing a valid foreign passport) of the company owner in case the owner is an individual or a valid copy of the establishment decision or Business registration certificate or other equivalent documents of the company's owner. company owner in case the company owner is an organization;
d) A valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese passport; For foreigners: Foreign passport or valid document replacing a valid foreign passport) of the authorized representative for a one-member limited liability company organized and managed according to the provisions of Point a, Clause 1, Article 78 of the Law on Enterprises.

Authorization document of the owner to the authorized person in case the company owner is an organization;

dd) Contract for transfer of capital contribution in the company or documents proving completion of transfer;

e) Decision and valid copy of meeting minutes of the Board of members of a limited liability company with two or more members on converting the company type.
f) In case the person with the authority to sign a document requesting business registration authorizes another organization or individual to carry out procedures related to business registration, when carrying out the procedure, the authorized person must submit a valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese Passport; For foreigners: Foreign passport or valid substitute document valid foreign passport), accompanied by:

– Authorization document for an individual to carry out procedures related to business registration. This document is not required to be notarized or authenticated.

6.3. In case of converting a private enterprise into a limited liability company, the conversion registration documents include:

a) Application for business registration (form in Appendix I-2 of Circular No. 02/2019/TT-BKHDT for one-member limited liability companies, form in Appendix I-3 of Circular No. 02/2019/TT-BKHDT for limited liability companies with two or more members);
b) Charter of the converted company according to the provisions of Article 25 of the Law on Enterprises No. 68/2014/QH13 dated November 26, 2014;
c) List of creditors and unpaid debts, including tax debt, payment deadline; list of current employees; list of unliquidated contracts;
d) List of members (sample in Appendix I-6 of Circular No. 02/2019/TT-BKHDT) according to the provisions of Article 26 of the Law on Enterprises in case of conversion into a limited liability company with two or more members; A valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese Passport; For foreigners: Foreign passport or valid document replacing a valid foreign passport) of company members in case the members are individuals; A valid copy of the Business Registration Certificate or other equivalent documents in case the company members are organizations;

e) Written agreement with the parties to the unliquidated contract on the conversion of the limited liability company to receive and perform those contracts;
g) Written commitment of the private enterprise owner or agreement between the private enterprise owner and other capital contributing members on the reception and use of existing employees of the private enterprise.
h) In case the person with the authority to sign a document requesting business registration authorizes another organization or individual to carry out procedures related to business registration, when performing the procedure, the authorized person must submit a valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese Passport; For foreigners: Foreign passport or valid substitute document valid foreign passport), accompanied by:

– Authorization document for an individual to carry out procedures related to business registration. This document is not required to be notarized or authenticated.

6.4. In case of converting a limited liability company into a joint stock company and vice versa, the conversion registration dossier includes:

a) Application for business registration (sample in Appendix I-2 Circular No. 02/2019/TT-BKHDT for 1-member LLC, sample in Appendix I-3 Circular No. 02/2019/TT-BKHDT for LLC with 2 or more members, sample in Appendix I-4 Circular No. 02/2019/TT-BKHDT for public companies joint stock company);
b) Charter of the converted company according to the provisions of Article 25 of the Law on Enterprises No. 68/2014/QH13 dated November 26, 2014;
c) Decision of the company owner or Decision and valid copy of meeting minutes of the Board of Members or the General Meeting of Shareholders on the conversion of the company;
d) List of members (form in Appendix I-6 of Circular No. 02/2019/TT-BKHDT) or list of founding shareholders (form in Appendix I-7 of Circular No. 02/2019/TT-BKHDT), list of shareholders who are foreign investors (form in Appendix I-8 of Circular No. 02/2019/TT-BKHDT) valid copy documents as prescribed in Clause 4, Article 22 and Clause 4, Article 23 of the Law on Enterprises;
e) Copies of the following documents:

– Citizen identification card, ID card, passport or other legal personal identification of members, founding shareholders and shareholders who are foreign investors who are individuals;

For members and shareholders who are foreign organizations, a copy of the Business Registration Certificate or equivalent document must be consularly legalized;

– Investment registration certificate for foreign investors according to the provisions of the Investment Law.

f) Capital contribution transfer contract or documents proving completion of transfer or investment capital contribution agreement.
g) In case the person with the authority to sign a document requesting business registration authorizes another organization or individual to carry out procedures related to business registration, when carrying out the procedure, the authorized person must submit a valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese Passport; For foreigners: Foreign passport or valid substitute document valid foreign passport), accompanied by:

– Authorization document for an individual to carry out procedures related to business registration. This document is not required to be notarized or authenticated.

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