How to convert an LLC with two or more members to a Single LLC

Converting an LLC with two or more members to a Single LLC can bring many administrative and operational benefits. This model optimizes the management structure and achieves many business goals for the owner. The article below by Long Phan will guide you thoroughly about this procedure.

Method of converting an LLC with two or more members to a Single LLC

An LLC with two or more members can be converted into a single-member LLC (Member LLC) by two main methods:

One member of the company receives the transfer of all capital contributions of the remaining members. In this case, an existing member will buy back all the capital contributions of other members, becoming the sole owner of the company.

An individual or organization that is not a member of the company receives the transfer of all capital contributions of members of the company. That is, a third party, not a member of the current LLC, will buy back all of the members’ capital contributions, becoming the sole owner.

Where to submit documents to convert an LLC with two or more members to a Single LLC?

Documents to convert an LLC with two or more members to a Single LLC need to be submitted to the Business Registration Office – Department of Planning and Investment where the company’s headquarters is located.

There are two ways to submit your application:

• Submit directly to the Department of Planning and Investment of the province/city where the company is headquartered.
• Submit your application online through the National Business Registration Portal, using a business registration account or public digital signature.

Note: In some large areas such as Hanoi, Ho Chi Minh City, Binh Duong, the Department of Planning and Investment only accepts online applications, not paper applications.

Order and procedures for converting an LLC with two or more members to a Single LLC

Prepared documents

According to the provisions of Clause 3, Article 26 and Article 24 of Decree 01/2021/ND-CP, documents for converting an LLC with two or more members to a Single LLC need to include:

• Application for registration of one-member limited liability company (according to form Appendix I-2 Circular 01/2021/TT-BKHDT).
• Charter of a limited liability company.
• Valid copy of ID card/CCCD/Passport of the owner and legal representative.
• A valid copy of the Establishment Decision or Business Registration Certificate if the owner is an organization.
• Document appointing an authorized representative (if any) and copy of ID card/CCCD/Passport of the authorized person.
• Capital contribution transfer contract and contract liquidation record.
• Decision and meeting minutes of the Board of Members on the conversion.
• Notification to update phone number (if not registered).

Execution order

The process of converting an LLC with two or more members to a Single LLC is as follows:

Step 1: The enterprise wants to change the type of meeting of the Board of Members and makes a decision to transfer capital contributions.

Step 2: Prepare documents to convert business type according to regulations as instructed above.

Step 3: Submit application for company conversion registration at the Business Registration Office – Department of Planning and Investment.

Document processing time: Within 3-5 working days, the Business Registration Office will issue a new Business Registration Certificate to the LLC.

Consulting and support services for converting an LLC with two or more members to a Single LLC

If customers need support in the process of converting an LLC with two or more members to a Single LLC, Long Phan can support the following tasks:

• Consulting on regulations, procedures and requirements for converting business types.
• Prepare and fully prepare conversion documents according to regulations.
• Representative or instructions for submitting conversion documents at the Business Registration Office – Department of Planning and Investment
• Carry out related administrative procedures such as seal engraving.

Recently, Long Phan has given specific instructions on the process of converting an LLC with two or more members to a Single LLC. If customers need further advice on processes, procedures and necessary requirements for company conversion, please contact us immediately. Hotline 0906735386 of Long Phan is always ready to listen and support you.