DOCUMENTS, PROCEDURES AND PROCEDURES FOR ENTERPRISE REGISTRATION FOR CASES OF CONVERTING TYPE OF ENTERPRISES DOCUMENT COMPONENTS Enterprises prepare 01 […]
DOCUMENTS AND ORDER OF BUSINESS REGISTRATION PROCEDURES
FOR CASES OF CONVERSION OF BUSINESS TYPE
The enterprise prepares 01 set of documents according to the provisions of Enterprise Law No. 59/2020/QH14 dated June 17, 2020; Article 26 of Decree No. 01/2021/ND-CP dated January 4, 2021 of the Government, the form is prescribed in Circular No. 01/2021/TT-BKHDT dated March 16, 2021 of the Ministry of Planning and Investment, specifically:
| 1 | Private enterprises converted into partnerships, limited liability companies, and joint stock companies:
Includes documents specified in Articles 22,23,24 of Decree No. 01/2021/ND-CP (corresponding to the type of converted enterprise), excluding Investment Registration Certificate. Attached documents must include: |
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| a | A written commitment by the owner of a private enterprise to be personally responsible with all of his or her assets for all unpaid debts and to commit to paying the debt in full when due; | |
| b | Written agreement of the private enterprise owner with the parties to the unliquidated contract regarding the conversion of the company to receive and continue to perform those contracts; | |
| c | Written commitment or written agreement of the private enterprise owner with other capital contributing members on the reception and use of existing employees of the private enterprise; | |
| d | Transfer contract or documents proving completion of transfer in case of capital transfer of a private enterprise; Donation contract in case of donating capital to a private enterprise; Copy of document certifying the legal inheritance rights of the heir in case of inheritance according to the provisions of law; | |
| e | Document of the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, economic organizations with foreign investment capital in cases where capital contribution registration procedures, stock purchase, capital contribution purchase must be carried out according to the provisions of the Investment Law. | |
| 2 | One-member limited liability company converted into a limited liability company with two or more members:
Including documents specified in Article 23 of Decree No. 01/2021/ND-CP (corresponding to the type of converted enterprise), excluding Investment Registration Certificate. Attached documents must include: |
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| a | Transfer contract or documents proving transfer completion in case of capital contribution transfer; Donation contract in case of donation of capital contribution; Copy of document certifying the legal inheritance rights of the heir in case of inheritance according to the provisions of law; | |
| b | Resolutions and decisions of the company owner on mobilizing additional capital contributions from other individuals and organizations and documents confirming the capital contribution of new members in case of mobilizing capital contributions from new members | |
| c | Document of the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, economic organizations with foreign investment capital in cases where capital contribution registration procedures, stock purchase, capital contribution purchase must be carried out according to the provisions of the Investment Law. | |
| 3 | Limited liability company with two or more members converted into a single-member limited liability company:
Includes documents specified in Article 24 Decree No. 01/2021/ND-CP (corresponding to the type of converted enterprise), excluding Investment Registration Certificate. Attached documents must include: |
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| a | Transfer contract or documents proving transfer completion in case of capital contribution transfer; Donation contract in case of donation of capital contribution; Copy of document certifying the legal inheritance rights of the heir in case of inheritance according to the provisions of law; Merger contract, consolidation contract in case of company merger or consolidation | |
| b | Resolutions, decisions and copies of meeting minutes of the Board of members of a limited liability company with two or more members on converting operations to a one-member limited liability company model; | |
| c | Document of the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, economic organizations with foreign investment capital in cases where capital contribution registration procedures, stock purchase, capital contribution purchase must be carried out according to the provisions of the Investment Law. | |
| 6.4 | Limited liability company into a joint stock company and vice versa: conversion registration dossier includes documents specified in Article 23 and Article 24 of Decree 01/2021/ND-CP, which does not include the Investment Registration Certificate. Attached documents must include: | |
| a | Resolutions and decisions of the company owner for one-member limited liability companies or resolutions, decisions and copies of meeting minutes of the Board of Members for limited liability companies with two or more members or resolutions and copies of meeting minutes of the General Meeting of Shareholders for joint-stock companies on company conversion; | |
| b | Transfer contract or documents proving transfer completion in case of transfer of shares or capital contribution; Donation contract in case of donating shares or capital contributions; Copy of document certifying the legal inheritance rights of the heir in case of inheritance according to the provisions of law; | |
| c | Documents confirming capital contribution of new members and shareholders; | |
| d | Document of the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, economic organizations with foreign investment capital in cases where capital contribution registration procedures, stock purchase, capital contribution purchase must be carried out according to the provisions of the Investment Law. |
* Enterprises can register to change the type of enterprise and at the same time register to change the content of business registration, and notify changes to the content of business registration. In this case, the business registration dossier shall comply with the provisions in Clauses 1, 2, 3 and 4, Article 26 Decree 01/2021/ND-CP.
* In case an enterprise registers to change its business type and at the same time registers to change its legal representative, the person signing the document is the Chairman of the Board of Members for limited liability companies with two or more members or partnerships; Company President or Chairman of the Board of Members for a one-member limited liability company; Chairman of the Board of Directors for the joint stock company of the company after conversion.
* Individual legal documents (specified in Article 11 of Decree No. 01/2021/ND-CP):
– Vietnamese citizens: Identity card/Citizen identification card., valid passport
– Foreigners: Valid passport
* Documents in foreign languages must be accompanied by notarized Vietnamese translations (stipulated in Article 10 of Decree No. 01/2021/ND-CP)
* In case the person competent to sign the document requesting business registration authorizes another organization or individual to carry out business registration procedures (stipulated in Article 12 of Decree No. 01/2021/ND-CP), the application must be submitted with:
– Copy of legal documents of the individual authorized person
– Authorization document for an individual to carry out procedures related to business registration (notarization or authentication is not required).
– Copy of the service provision contract with the service organization performing procedures related to business registration.
– Referral letter from that organization to the individual directly carrying out procedures related to business registration and a copy of the individual's legal documents for the referred person.
Step 1: Prepare documents according to regulations
Step 2: Submit application
To effectively apply the Government's regulations on carrying out administrative procedures in the electronic environment in Decree No. 45/2020/ND-CP dated April 8, 2020, as well as create further conditions for people and businesses, increase transparency in handling administrative procedures, save costs and time for both people, businesses and business registration agencies, Business Registration Office Encourage people and businesses to carry out business registration procedures in the electronic network environment.
– Submitting documents electronically: The business founder or authorized person uses the Public Digital Signature or Business Registration Account to register the business electronically (stipulated in Article 42 of Decree No. 01/2021/ND-CP).
See instructions and follow instructions https://dangkyquamang.dkkd.gov.vn/
– When receiving dossiers, the Business Registration Office is responsible for reviewing and sending notices via electronic network to the enterprise to request amendments and supplements to the dossiers in case the dossiers are not valid. When the application is eligible for issuance of a Business Registration Certificate, the Business Registration Office sends information to the tax authority to create a business code. After receiving the business code from the tax authority, the Business Registration Office notifies the business electronically about the issuance of the Business Registration Certificate.
Step 3: Get results
After receiving notice of issuance of the Business Registration Certificate via electronic network, the business founder or authorized person receives the results.
– In case of receiving results directly: The business founder or authorized person receives results at the Department receiving documents and returning business registration results at Hai Phong Department of Finance, No. 1 Dinh Tien Hoang, Minh Khai ward, Hong Bang district.
(When coming to receive results, the business founder or authorized person brings personal legal documents or notarized copies of personal legal documents)
– In case of receiving results via public postal service: To receive results via public postal service, the applicant must attach a Request to receive results via public postal service when submitting the application electronically. The Business Registration Office will return the results to the recipient at the address stated in the Request to Receive Results via Public Postal Service.
* Fees:
– 50,000 enterprise registration fee and 100,000 enterprise information provision fee (Exemption from enterprise registration fee in case of electronic enterprise registration; exemption of enterprise registration fee and fee for providing enterprise information for the first time for small and medium-sized enterprises converting from business households - according to the provisions of Circular No. 47/2019/TT-BTC dated August 5, 2019).
Procedures
