Converting business type from limited liability company to joint stock: Instructions

Converting business type from limited liability company to joint stock helps businesses expand scale, attract investment and improve transparency in management. The type of joint stock company brings many advantages such as the ability to flexibly mobilize capital, easily transfer shares and improve reputation in the market. The conversion needs to comply with the correct legal process to ensure smooth and sustainable business operations.

Documents for converting business type from limited liability company to joint stock

Pursuant to the provisions of Clause 4, Article 26 of Decree 01/2021/ND-CP, in case of converting an enterprise from limited liability company to joint stock, the following documents need to be prepared:

1. Application for business registration according to Sample in Appendix I-4.
2. Company charter.
3. List of founding shareholders of joint stock companies according to Sample in Appendix I-7;
4. List of shareholders who are foreign investors according to Sample in Appendix I-8;
5. List of legal representatives/authorized representatives (in the case of founding shareholders, shareholders who are foreign investors and organizations under Sample in Appendix I-10.
6. Copies of the following documents:

• Legal documents of the individual for the legal representative of the enterprise;
• Personal legal documents for founding shareholders and shareholders who are foreign investors who are individuals; Legal documents of the organization for founding shareholders and shareholders who are foreign investors being organizations; Legal documents of individuals for authorized representatives of founding shareholders, shareholders who are foreign investors who are organizations and documents appointing authorized representatives.

For shareholders who are foreign organizations, copies of the organization’s legal documents must be consularly legalized.

7. 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 on company conversion;
8. Transfer contract or documents proving completion of transfer in case of transfer of capital contribution; 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;
9. Documents confirming capital contribution of new members and shareholders;
10. Document of the Investment Registration Authority approving capital contribution, share purchase, purchase of capital contribution of foreign investors, economic organizations with foreign investment capital in cases where procedures for registration of capital contribution, share purchase, purchase of capital contribution must be carried out according to the provisions of the Law on Investment.
11. In case the enterprise authorizes an individual to carry out the application submission procedure, the application must contain a legal power of attorney and a true copy of the authorized person’s personal legal documents.

Competent authority receives conversion documents

The person submitting the application for registration of conversion of enterprise type according to the provisions of Decree No. 01/2021/ND-CP shall submit the application at the Business Registration Office under the Department of Planning and Investment where the enterprise is headquartered.

Currently, business registration is mainly done directly through the National Business Registration Portal with access address: https://dangkykinhdoanh.gov.vn/

In localities that do not yet support online submission, you can submit your application by post or directly at the Business Registration Office.

Procedures for converting the business type limited liability company to joint stock

Changing the type of business from limited liability company to joint stock company must comply with current legal regulations. Currently, the conversion procedure includes the following steps:

Step 1: Prepare Conversion Documents

Enterprises need to prepare complete documents as prescribed in Decree 01/2021/ND-CP as mentioned above.

Step 2: Submit Conversion Registration Application

Businesses can submit applications in three forms:

1. Submit directly or via postal service:

• Documents are submitted to the Business Registration Office where the enterprise is headquartered.
• Receive a Receipt after submitting the application.

2. Submit electronically using public digital signature:

• Declare information and upload electronic documents to the National Business Registration Portal at: https://dangkykinhdoanh.gov.vn/
• Receive an electronic document receipt upon completion.

3. Submit electronically using business registration account:

• Declare information and upload electronic documents to the National Business Registration Portal at: https://dangkykinhdoanh.gov.vn/
• Receive an electronic document receipt upon completion.

Step 3: Process Documents and Issue Business Registration Certificate

• Within 03 working days, if the application is valid, the Business Registration Office will issue a new Business Registration Certificate according to the type of joint stock company.
• If the dossier is not valid or contains errors, the business will receive a notice requesting amendments and supplements within 03 working days. The time limit for businesses to make amendments and supplements is 60 days from the date of submitting the conversion application.
• In case of refusal to register, the enterprise will receive a written notice from the Business Registration Office, clearly stating the reason for refusal.

Step 4: Announce Business Registration Information

After being granted a Business Registration Certificate, the enterprise must publish information on the National Business Registration Portal. The published content includes:

• Information on the Business Registration Certificate.
• Industry and business.
• List of founding shareholders and shareholders who are foreign investors (if any).

Step 5: Complete Related Procedures

• Engrave the seal and notify the new seal model to the business registration agency.
• Update information on legal documents, contracts, invoices…
• Fulfill tax obligations for converting business types according to regulations.

Complying with the above process helps businesses successfully convert from limited liability company to joint stock company, ensuring that business operations continue legally and smoothly.

Full package business conversion service in Long Phan

Full package business conversion service at Long Phan supports businesses in carrying out procedures quickly and in compliance with legal regulations. We provide comprehensive solutions from consulting to completing documents, including:

1. Consultation Before Conversion

• Legal conditions and regulations when converting business types.
• Compare the advantages and disadvantages of each type of business to choose the appropriate model.
• Guidance on organizational structure, management and rights of members/shareholders after conversion.
• Support procedures for transferring shares, capital contributions,… registering capital contributions, purchasing shares, capital contributions for foreign investors… to ensure conversion documents.

2. Draft & Prepare Conversion Documents according to current legal regulations.
3. Submitting Documents & Working With State Agencies:

• The business representative submits the application at the Business Registration Office or the National Business Registration Portal.
• Monitor and update application processing status.
• Receive notifications and adjust documents according to the request of the registration agency (if any).

4. Receive New Business Registration Certificate:

• Receive the Business Registration Certificate for the new company type and hand it over to the business.
• Announce business registration content according to regulations.

5. Post-Conversion Support

• Instructions for changing seals and making notification of seal samples.
• Consulting on updating information on contracts, invoices, bank accounts, taxes…
• Support declaring and fulfilling tax obligations after conversion.

Converting business type from limited liability company to joint stock helps businesses expand their scale, increase their ability to mobilize capital and enhance their reputation in the market. With support services from Long Phan, businesses will complete procedures quickly, in accordance with regulations, avoiding the risk of errors. Contact the hotline 0906735386 immediately for detailed advice and to use the full business conversion service, saving time and costs.