Instructions for converting a joint stock company into a limited liability company with 2 or more members

Article overview

Converting a joint stock company into a limited liability company with 2 or more members brings many benefits to businesses. This change helps optimize the organizational structure, minimize management costs and create favorable conditions for mobilizing capital from capital contributors. In the article below, Long Phan will provide customers with detailed information about the steps to convert this type of business.

Convert a joint stock company into a limited liability company with 2 or more members
Convert a joint stock company into a limited liability company with 2 or more members

Methods of converting a joint stock company into a limited liability company with 2 or more members

Article 204 of the Law on Enterprise 2020 stipulates methods for converting a joint stock company into a limited liability company with 2 or more members. Specifically:

  • Convert without raising additional capital or transferring shares. The company maintains the current number and structure of shareholders, only changing the organizational model.
  • Converting at the same time as mobilizing other organizations and individuals to contribute capital. The company expanded its charter capital and number of members.
  • Conversion is combined with the transfer of all or part of shares to other organizations or individuals. The company’s capital ownership structure changes.
  • In addition, a joint stock company with only 2 remaining shareholders can also be converted into a two-member LLC.

Competent state agency to resolve

According to the provisions of Clause 2, Article 204 of the Law on Enterprises 2020, to carry out the procedure for converting the type of company, the company must register the company conversion with the Public Business Registration Authority here, specifically the Business Registration Office – Department of Planning and Investment where the company has its head office.

Regulations on competent state agencies
Regulations on competent state agencies

Procedures for converting a joint stock company into a two-member limited liability company

Profile components

According to Clause 4, Article 26 of Decree 01/2021/ND-CP, the registration dossier to convert a joint stock company into a limited liability company with 2 or more members includes:

  1. Application for business registration according to the prescribed form.
  2. Charter of LLC with two or more members after conversion.
  3. List of LLC members after conversion.
  4. Resolution of the General Meeting of Shareholders on company conversion.
  5. Minutes of the meeting of the General Meeting of Shareholders on company conversion.
  6. Copies of the following documents are required:
  • Legal documents of the legal representative of the enterprise.
  • Personal legal documents for members, founding shareholders, and shareholders who are foreign investors; Legal documents of the organization for shareholders who are foreign investors who are organizations; and personal legal documents for the organization’s authorized representative and power of attorney document.
  • For foreign organizations, legal documents need to be consular legalized.

Execution order

The procedure for converting a Joint Stock Company into a LLC with 2 or more members includes the following steps:

  • Step 1: Hold a General Meeting of Shareholders to approve the conversion plan.
  • Step 2: Prepare complete documents as prescribed in Article 26 of Decree 01/2021/ND-CP.
  • Step 3: Submit documents to the Business Registration Office where the company’s headquarters is located within 10 days from the date of completion of the conversion.
  • Step 4: Within 3 working days from the date of receipt of complete and valid documents, the Business Registration Office issues a new Business Registration Certificate.
  • Step 5: Publish information about the conversion on the National Business Registration Portal.

Some notes after converting business type

After completing the conversion procedure, businesses need to pay attention to some important issues:

  • The LLC after conversion inherits all rights and obligations of the previous joint stock company. This includes debts, contracts, and other liabilities.
  • Enterprises need to update information about the new type of business on papers, documents, and transactions with partners and customers.
  • It is necessary to carry out procedures to change the seal according to the new form prescribed for limited liability companies. Enterprises must notify the new seal model of the business registration agency.
  • Review and adjust the management organization structure to suit the type of limited company. For example, changing from the Board of Directors model to the Board of Members model.
  • Update information about new business types with tax authorities, social insurance and other relevant authorities.
Some issues to note
Some issues to note

Consulting and support services for converting joint stock companies into limited liability companies with 2 or more members in Long Phan

With a team of experienced experts, Long Phan is committed to supporting businesses in making the transition quickly and in accordance with the law. Long Phan provides comprehensive consulting services on business conversion.

Services we provide include:

  • Consulting on choosing the most suitable conversion method for the actual situation of the business.
  • Support in drafting necessary legal documents such as resolutions of the General Meeting of Shareholders and new company charter.
  • Prepare full conversion registration documents according to the provisions of the law.
  • The enterprise representative carries out conversion registration procedures at the business registration agency.
  • Consulting on legal issues arising during and after the process of converting a joint stock company into a limited liability company with 2 or more members
  • Support in implementing post-conversion procedures such as changing seals and updating information with tax authorities.

Converting a joint stock company into a limited liability company with 2 or more members is a complicated process, requiring strict compliance with legal regulations. To ensure the transition process goes smoothly and in accordance with regulations, customers can contact the Long Phan via the hotline: 0906735386 for detailed advice. We are ready to support customers to make the transition process go smoothly and quickly.