Conversion from private enterprise into limited liability company

a) Implementation order:

·      Private enterprise may convert into limited liability company under its owner’s decision if it can meet sufficient conditions as stipulated in Clause 1, Article 199 of the Enterprise Law;

·      Upon the decision on conversion, the company shall send or submit the conversion documents to the Business registration office;

·      Within 03 working days from the date of receipt of conversion documents, the Enterprise registration office shall consider and issue the Enterprise registration certificate if the private enterprise can meet sufficient conditions as stipulated in Clause 1, Article 199 of the Enterprise Law;

b) Implementation method: The company directly submits documents to the Business registration office where the company registered its head office or submits the enterprise registration documents via electronic network

c) Documents, including:

·      Request for registration of one member limited liability company or ; Request for registration of limited liability company with more than two members;

·      The charter of the converted company;

·      List of creditors and unpaid debts, including tax debts, term of payment; list of existing employees; list of unliquidated contracts;

·      List of members as stipulated in Article 26 of the Enterprise Law in case of converting into a limited liability company with more than two members; valid copy of one of the personal identification papers as stipulated in Article 10 of Decree No. 78/2015/ND-CP of the company members in case of individual members; valid copy of Enterprise registration certificate or valid copy of Enterprise registration certificate or other equivalent documents in case of institutional members;

·      A written commitment of the private business owner for his responsibility by his own entire assets to all unpaid debts of that private enterprise and commitment to sufficient payment of due debts;

·      A written agreement with the parties of unliquidated contracts to the limited liability company to be converted to receive and carry out such contracts;

·      A written commitment of the private business owner or agreement between the private business owner and other capital contributors to the receipt and use of existing employees of that private enterprise.

d) Number of documents: 01 set.

đ) Time limit for settlement: Within 03 (three) working days, after receipt of full valid documents.

e) Implementing agency: Business Registration Office - Department of Planning and Investment.

g) Subjects of administrative procedures: Individuals, organizations.

h) Results of administrative procedures: Enterprise Registration Certificate/ Notice on amendment and supplement of enterprise registration documents

i) Fees: VND 200,000 (Circular No. 176/2012/TT-BTC) (Payment by the time of filling).

k) Name of form, declaration:

·      Request for registration of one member limited liability company (Annex I-2, Circular No. 20/2015/TT-BKHDT) or Request for registration of limited liability company with more than two members Annex I-3, Circular No. 20/2015/TT-BKHDT);

·      List of members of limited liability company with more than two members (Annex I-6, Circular No. 20/2015/TT-BKHDT).

Danh sách người đại diện theo ủy quyền (Phụ lục I-10, Thông tư số 20/2015/TT-BKHĐT[c1] ).

l) Requirements and conditions for procedure implementation: Defined in Article 28, 199 of the Enterprise Law and Article 25 of Decree No. 78/2015/ND-CP

m) Legal basis of administrative procedures:

·      The Enterprise Law of the Assembly of the Socialist Republic of Vietnam No. 68/2014/QH13 dated 26/11/2014 (The Enterprise Law);

·      Decree No. 78/2015/ND-CP dated 14/9/2015 of the Government on enterprise registration (Decree No. 78/2015/ND-CP);

·      Circular No. 20/2015/TT-BKHDT dated 01/12/2015 of the Ministry of Planning and Investment guiding the enterprise registration (Circular No. 20/2015/TT-BKHDT);

·      Circular No. 176/2012/TT-BTC dated 23/10/2012 of the Ministry of Finance providing for the collection level, collection regime, payment, management and use of fees of enterprise registration, business household registration and enterprise information supply fee (Circular No. 176/2012/TT-BTC).