Procedures for converting business type: A-Z Guide

Procedures for converting business type helps businesses optimize their operating model, increase their ability to mobilize capital and be more consistent with their development orientation. Correct conversion process not only ensures legality but also helps businesses take advantage of tax, administration and market expansion advantages. The article below will help you understand the procedures according to the law, ensuring the transition process goes smoothly and effectively.

Current forms of converting business type

Currently, there are 5 forms of converting business type, including:

• Converting a private enterprise into a partnership, limited liability company or joint stock company;
• Converting a one-member LLC into a LLC with two or more members;
• Converting a LLC with two or more members into a single-member LLC;
• Converting a limited liability company into a joint stock company;
• Converting a joint stock company into a limited liability company.

The documents needed to prepare for each form of conversion will be different corresponding to the type of conversion.

Documents for converting business type

Pursuant to the provisions of Article 26 of Decree 01/2017/ND-CP, the documents for converting business type for each form of conversion include:

Documents for converting a private enterprise into a partnership, limited liability company or joint stock company

In case of converting a private enterprise into a partnership, limited liability company, or joint stock company, the conversion registration dossier includes the corresponding business registration documents specified in Articles 22, 23 and 24 of Decree 01/2017/ND-CP, which does not include the Investment Registration Certificate. Attached to the application must be the following documents:

1. A written commitment by the private enterprise owner 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;
2. Written agreement of the private enterprise owner with the parties to the unliquidated contract on the conversion of the company to receive and continue to perform those contracts;
3. 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;
4. Transfer contract or documents proving completion of transfer in case of capital transfer of private enterprises; 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;
5. 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.

Documents for converting a one-member limited liability company into a limited liability company with two or more members

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 business registration documents specified in Article 23 of Decree 01/2017/ND-CP, which does not include the Investment Registration Certificate. Attached to the application must be the following documents:

1. 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;
2. Resolution and decision 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;
3. 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.

Documents for converting a one-member limited liability company into a limited liability company with two or more members

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 business registration documents specified in Article 24 of Decree 01/2017/ND-CP, which does not include the Investment Registration Certificate. Attached to the application must be the following documents:

1. 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; Merger contract, consolidation contract in case of company merger or consolidation;
2. 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 the model of a one-member limited liability company;
3. 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.

Documents for converting a limited liability company into a joint stock company and vice versa

In case of converting a limited liability company into a joint stock company and vice versa, the conversion registration dossier includes the corresponding business registration documents specified in Article 23 and Article 24 of Decree 01/2017/ND-CP, which does not include the Investment Registration Certificate. Attached to the application must be the following documents:

1. Resolutions and decisions of the company owner for a one-member limited liability company 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 the conversion of the company;
2. Transfer contract or documents proving completion of transfer 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;
3. Documents confirming capital contribution of new members and shareholders;
4. 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.

Procedures for converting business type

The company must register for company conversion with the Business Registration Office of the Department of Planning and Investment where the business is headquartered within 10 days from the date of completion of the conversion. Procedures for submitting documents for converting business type are as follows:

Step 1: Enterprise prepares documents according to regulations;

Step 2: Submit application at the National Business Registration Portal: https://dangkykinhdoanh.gov.vn.

Step 3: Pay the state fee for posting a public announcement of company information on the National Business Registration Portal.

Step 4: Within 3 working days, the Business Registration Office will review the application and return the results:

• If the application is valid, the business will be issued a new Business Registration Certificate.
• If the dossier is invalid, the Business Registration Office will issue a notice of amendments and supplements to the Enterprise. The deadline for submitting amended and supplemented documents is 60 days from the date of initial submission.

Step 5: Receive results via email or post.

Full package business conversion service in Long Phan

Converting business type is an important step to help businesses optimize operations, expand scale and align with development orientation. However, this process requires many complicated legal procedures. Long Phan provides comprehensive business conversion services, quickly and in accordance with regulations, helping customers save time and ensure legality. Long Phan’s services include:

• Comprehensive consulting on procedures, processes and conversion documents;
• Draft all records and papers according to the provisions of law;
• Representing customers to submit documents to competent state agencies;
• Monitor the application processing process and receive results;
• Support engraving new stamps, updating tax information and bank accounts after conversion.

Procedures for converting business type help businesses optimize their operating structure, in accordance with development strategies and legal regulations. Correct conversion process helps reduce risks, enhance reputation and create favorable conditions for capital mobilization. For detailed advice and quick support, contact Long Phan immediately via the hotline 0906735386 to ensure the transition process goes smoothly and effectively.