Registration of enterprise establishment in the case of conversion of a joint stock company into a multiple-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 multiple-member limited liability company

 

 

  1. Decision and Meeting minutes of the General Meeting of Shareholders regarding the company conversion



  1. List of members of the multiple-member limited liability company

 

 

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



  1. Documents certifying the capital contribution of new members



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



  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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