Application for registration of business type conversion: Latest form

Application for registration of business type conversion helps businesses change their operating models to suit their scale and development strategy. The conversion helps optimize management, improve the ability to mobilize capital, and expand the market. With the latest application form, the registration process becomes simple, and transparent and complies with legal regulations, helping businesses save time, reduce risks and ensure benefits in business activities.

Application for registration of business type conversion

Pursuant to the provisions of Article 26 of Decree 01/2021/ND-CP, business type conversion documents 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 following documents:

1. Application for business registration.
2. Company charter.
3. List of members (for partnerships).
4. List of members for limited liability companies with two or more members; List of founding shareholders and list of shareholders who are foreign investors for joint stock companies.
5. Copies of the following documents:

• Legal documents of the individual for the legal representative of the enterprise.
• Personal legal documents for owners of one-member LLCs, members of partnerships, members of LLCs with 2 or more members, founding shareholders, shareholders who are foreign investors who are individuals; Legal documents of the organization for owners of one-member limited liability companies, members, founding shareholders, and shareholders who are foreign investors being organizations; Legal documents of individuals for authorized representatives of members, founding shareholders, shareholders who are foreign investors who are organizations and documents appointing authorized representatives.
• For members and shareholders who are foreign organizations, copies of the organization’s legal documents must be consular legalized.

6. 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.
7. Written agreement between the private enterprise owner and the parties to the unliquidated contract on the converted company receiving and continuing to perform those contracts.
8. 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.
9. 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.
10. Document from the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, economic organizations with foreign investment capital in cases where procedures for capital contribution, stock purchase, capital contribution purchase 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 the following documents:

1. Application for business registration.
2. Company charter.
3. List of members for limited liability companies with two or more members; List of founding shareholders and list of shareholders who are foreign investors for joint stock companies.
4. Copies of the following documents:

• Legal documents of the individual for the legal representative of the enterprise.
• Personal legal documents for company members, founding shareholders, and shareholders who are foreign investors who are individuals; Legal documents of the organization for members, founding shareholders, shareholders who are foreign investors being organizations; Legal documents of individuals for authorized representatives of members, founding shareholders, shareholders who are foreign investors who are organizations and documents appointing authorized representatives.
• For members and shareholders who are foreign organizations, copies of the organization’s legal documents must be consular legalized.

5. 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.
6. 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.
7. Document from the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, economic organizations with foreign investment capital in cases where procedures for capital contribution, stock purchase, capital contribution purchase 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 the following documents:

1. Application for business registration.
2. Company charter.
3. Copies of the following documents:

• Legal documents of the individual for the legal representative of the enterprise.
• Personal legal documents for company owners who are individuals; Legal documents of the organization for the company owner being an organization (except in cases where the company owner is the State); Legal documents of the individual for the authorized representative and document appointing the authorized representative.
• For company owners who are foreign organizations, copies of the organization’s legal documents must be consular legalized.

4. 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.
5. Resolutions, decisions and copies of meeting minutes of the Board of members of limited liability companies with two or more members on converting operations to the model of a one-member limited liability company.
6. Document from the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, economic organizations with foreign investment capital in cases where procedures for capital contribution, stock purchase, capital contribution purchase 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 01/2021/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 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 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.

Full-service registration of business type conversion at Long Phan

Full-service registration of business type conversion at Long Phan helps businesses carry out procedures quickly, in accordance with legal regulations, limit risks and ensure benefits after conversion. With a team of experienced experts, Long Phan is committed to supporting customers from consulting to completing procedures, helping businesses operate stably under the new model.

Services include:

• Consulting on appropriate types according to needs and development orientation.
• Prepare complete documents according to legal regulations.
• Submit and track documents, business representatives work with authorities.
• Receive results and hand over a new business registration certificate.
• Post-conversion support, including updating tax information, bank accounts, stamps, and invoices.

Preparing a complete and accurate dossier for the registration of business type conversion helps the business complete the procedures quickly, minimize legal risks and optimize the operating model. With in-depth experience, Long Phan is committed to providing dedicated consulting support, ensuring the process goes smoothly. Contact the hotline 0906735386 immediately for detailed advice and effective procedure instructions!