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한국어Currently, there are many types of businesses operating and regulated by Vietnamese law. Common types of businesses include sole proprietorship, joint stock company, limited liability company, partnership. Accordingly, each type of enterprise has its own systematic organizational structure and development goals in accordance with the law. However, during the operation and operation of the business, there may be major changes. For example, the transformation of the type may occur in enterprises according to the provisions of the law. Which converts from a limited liability company to a joint stock company. Bi Law Firm invites readers to follow the following article.
1. Concepts
According to Article 46 of the Enterprise Law 2020, a limited liability company with two or more members is an enterprise with between 02 and 50 members who are organizations and individuals. Members are responsible for debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise, except for the case specified in Clause 4, Article 47 of the Enterprise Law 2020.
According to Article 74 of the Enterprise Law 2020, a single-member limited liability company is an enterprise owned by an organization or individual (hereinafter referred to as the company owner). The company owner is responsible for the company’s debts and other property obligations to the extent of the company’s charter capital.
According to Article 111 of the Enterprise Law 2020, a joint-stock company is an enterprise in which the charter capital is divided into equal parts called shares; Shareholders can be organizations or individuals; the minimum number of shareholders is 03 and there is no limit to the maximum number; Shareholders are only responsible for the debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise.
2. Cases of converting a limited liability company into a joint stock company
A limited liability company may be converted into a joint stock company by the following methods:
- Converting into a joint stock company without mobilizing other organizations and individuals to contribute capital, not selling contributed capital to other organizations or individuals;
- Converting into a joint stock company by mobilizing other organizations and individuals to contribute capital;
- Converting into a joint stock company by selling all or part of the contributed capital to one or several other organizations and individuals;
- Combine the above method and other methods.
3. Procedures for conversion from a limited liability company to a joint stock company
Step 1: Prepare a complete set of documents including the following documents:
- Application for business registration
- Charter of joint stock company
- List of founding shareholders and list of shareholders being foreign investors of joint-stock companies.
- Copy of legal papers of the individual for the legal representative of the enterprise.
- Copy of legal papers of the individual, for founding shareholders, shareholders being foreign investors are individuals; Legal papers of the organization for founding shareholders, shareholders being foreign investors are organizations; Legal documents of individuals for authorized representatives of founding shareholders, shareholders being foreign investors being organizations and documents appointing authorized representatives. (Documents of shareholders being foreign organizations and individuals must be consular legalized)
The following documents are also attached:
- Resolution, decision of the company owner for single-member limited liability companies or resolution, decision and copy of meeting minutes of the Members’ Council, for two-member limited liability companies or more on the conversion of a limited liability company into a joint stock company.
- Transfer contract or documents proving the completion of the transfer in case of share transfer; Contract of donation in case of donation of shares; A copy of the written certification of the heir’s lawful inheritance rights in case of inheritance as prescribed by law;
- Papers certifying capital contribution of new members or shareholders;
- The investment registration authority’s document approving the capital contribution, share purchase or capital contribution purchase of foreign investors or foreign-invested economic organizations, in case procedures are required to be carried out. register for capital contribution, purchase of shares or purchase of contributed capital in accordance with the Law on Investment.
Step 2: Proceed to submit the application at the business registration office within 10 days from the date of completion of the conversion or submit the application online at the website: https://dangkytinhdoanh.gov.vn.
Step 3: The enterprise is granted an enterprise registration certificate within 3 working days from the date of receipt of the application.
Step 4: Proceed to issue and change the company’s seal and make a public announcement on the national portal on business registration.
Bi Law Firm is a law firm operating professionally in such fields as corporate legal advice, civil transactions, contracts, etc. We are always ready to support our clients when in need. Please contact us:
♦ Bi Law Firm
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⊕ Hotline: 0918 06 04 86
⊕ Website: www.bilaw.vn
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