Conversion from a joint stock company into one member limited liability company

a) Implementation order:

·      Within 15 days from the date of completion of share transfer in accordance with point a and b, Clause 1 in Article 197 of the Enterprise Law and in case of point c, Clause 1 in Article 197 of the Enterprise Law, then the company shall send or submit the conversion documents to the Business registration office where the enterprise registered.

·     Within 03 working days from the date of receipt of conversion documents, the Enterprise registration office shall re-issue the Enterprise registration certificate.

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;

·      The charter of the converted company;

·      The decision of the General Assembly of shareholders on the conversion;

·      Valid copy of one of the personal identification papers as stipulated in Article 10 of Decree No. 78/2015/ND-CP of the authorized representative of one member limited liability company managed in accordance with point a, Clause 1, Article 78 of the Enterprise Law;

·      List of authorized representatives and copy of one of the personal identification papers as stipulated in Article 10 of Decree No. 78/2015/ND-CP of the authorized representative of one member limited liability company managed in accordance with point b, Clause 1, Article 78 of the Enterprise Law;

·      Authorization letter by the owner to the authorized person in case of the company owner as an organization;

·      Contributed capital transfer agreement or papers demonstrating the completion of the transfer or investment capital contribution agreement.

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);

·      List of authorized representatives (Annex I-10, Circular No. 20/2015/TT-BKHDT).

l) Requirements and conditions for procedure implementation: Defined in Article 28, 197 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).