Registration of enterprise establishment in the case of conversion of a sole proprietorship into a single-member limited liability company

AUTHORITY

Departments of Planning and Investment (the Business registration office).

PROCEDURE

 

 

Step 1:

Individuals, organizations prepare dossier according to the law;

 

Step 2:

Individuals, organizations submit the dossier at the Departments of Planning and Investment, receive the receipt notes;

 

Step 3:

Departments of Planning and Investment requests relevant regulatory agencies to give their opinions in writing (if necessary), complete the process;

 

Step 4:

Individuals, organizations receive the result of the procedure

SUBMISSION OF DOSSIER

  1. Directly at the Competent Authority; or 

  2. Via the online information system.

DOSSIER

 01 dossier

 

Number:

  1. The enterprise registration application form

 

Elements:

  1. Charter of the single-member limited liability company



  1. A written undertaking by the owner of the sole proprietorship to be personally liable with all his assets for all outstanding debts and to pay the debt in full when it is due

 

 

  1. Written agreement of the owner of the sole proprietorship with the parties to the unliquidated contract that the converted company accepts and continues to perform such contracts



  1. A written commitment or agreement between the owner of the sole proprietorship and other capital contributors on the receipt and use of the existing labor of the sole proprietorship.



  1. Transfer contract or documents proving the completion of the transfer in case of capital transfer; Contracts for gifts of property in case of gift of capital; A copy of the document certifying the legal inheritance of the heir in the case of inheritance as prescribed by law 



  1. Approval document of the investment registration authority regarding the contributing capital, purchasing capital of the foreign investor, or the foreign-invested business entities if the registration procedures for contributing capital, purchasing shares is required according to the Law on Investment



  1. Copy of the followings:

  • Legal documents of an individual whom is the legal representative of the enterprise;

  • Legal documents of an individual whom is the owner of the enterprise;

  • Legal documents of an organization/company whom is the owner of the enterprise (unless the owner is the State);

  • Legal documents of an individual whom is the authorized representative and the authorization document;

  • If the enterprise’s owner is a foreign organization then legal documents of that organization must be consular legalized.

DURATION

03 working days

SUBJECT

Individuals, organizations, except those stated under Article 17.2 of the Law on Enterprise.

RESULT

Valid dossier: Enterprise registration certificate of the new enterprise, the previous enterprise ceases to exist;

 

Invalid dossier: Notice to amend, supplement the dossier

LEGAL BASIS

  • Law on enterprises 2020;


  • Decree No. 01/2021/NĐ-CP on enterprise registration;


  • Decree No. 122/2020/NĐ-CP on single-window cooperation in processing applications for registration of enterprises, branches, representative offices; declaration of personnel; social insurance participation; use of invoices by enterprises

 

  • Circular No. 47/2019/TT-BTC on amounts, collection, payment, management and use of fees for providing information about enterprises, charges for business registration.


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