Consulting Services For Conversion Of The Type Of Enterprise?

Conversion of the type of enterprise is one of the forms of re-organization of an enterprise[1] under the Law on Enterprises 2014.

Forms of conversion of the type of the enterprise, including:

• Conversion of the type of enterprise is from a single member limited liability company (“LLC”) into a multiple member LLC;
• Conversion of the type of enterprise is from a multiple member LLC into a single member LLC;
• Conversion of the type of enterprise is from a private enterprise into the type of an LLC;
• Conversion of the type of enterprise is from an LLC into shareholding company and vice versa;

Procedures for conversion of the type of enterprise

1. Dossier required for the conversion of the type of enterprise [2]:

Conversion of a single member limited liability company (“LLC”) into a multiple member LLC:

• Request for enterprise registration;
• Charter of the converted company;
• List of members and valid copy of one of the documents for personal identification of the company members who are individuals, and valid copy Enterprise registration certificate or equivalent documents of the company members which are organizations;
• Transfer contract or document proving completion of the transfer, or donation contract if the company owner transfers or donates a part of the charter capital to an individual or another organization; and decision of the company owner on raising additional capital contributions if the company raises such additional capital contribution portions from other individuals or organizations.

Conversion of a multiple member LLC into a single member LLC:

• Request for enterprise registration;
• Charter of the converted company;
• Valid copy of one of the documents for personal identification if the owner is an individual, or valid copy establishment decision or Enterprise registration certificate or equivalent document if the owner is an organization;
• Valid copy of one of the documents for personal identification as stipulated in article 10 of this Decree of the authorized representative if the managerial structure of the single member LLC is organized in model of Chairman of the company;
• List of authorized representatives, and a valid copy of one of the documents for personal identification for each such representative if the managerial structure of the single member LLC is organized in model of Members’ Council;
• Letter of authorization from the owner to a proxy if the company owner is an organization;
• Contract of transfer of capital contribution portion in the company or documents proving completion of the transfer;
• Decision and valid copy minutes of meeting of the members’ council of the multiple member LLC on conversion of its company form.

Conversion of a private enterprise into the type of an LLC:

• Request for enterprise registration;
• Charter of the converted company;
• List of creditors and amounts of unpaid debts including taxes and the time-limits for payment; list of current employees; and list of unliquidated contracts;
• List of members in the case of conversion into a multi-member LLC; and valid copies of one of the documents for personal identification for members of the company who are individuals, and valid copy Enterprise registration certificate or equivalent documents of members who are organizations;
• Undertaking from the owner of the private enterprise to be personally liable to the full extent of his or her entire assets for all unpaid debts of the private enterprise, and an undertaking to make full payment of all debts when they fall due;
• Written agreements from parties to unliquidated contracts agreeing that the converted LLC may take over and perform such contracts;
• Written undertaking from the owner of the private enterprise, or agreement between such owner and other capital contributing members to continue to employ current employees of the private enterprise.

Conversion of an LLC into shareholding company and vice versa:

• Request for enterprise registration;
• Charter of the converted company;
• Decision of the company owner, or decision and valid copy minutes of the members’ council or general meeting of shareholders regarding conversion of the company;
• List of members or list of founding shareholders or of ordinary shareholders being foreign investors and valid copy other documents required by the Law on Enterprises;
• Contract of transfer of capital contribution portion or documents proving completion of the transfer or agreement on contribution of investment capital.

 2. Proceeding for conversion of the type of enterprise [3]:

• Within five working days from the date of receipt of an application file for conversion of the type of enterprise, the business registration office shall issue an Enterprise Registration Certificate.
• Within seven working days from the date of issuance of the enterprise registration certificate, the business registration office must provide a notice to relevant State agencies, and concurrently, update the legal status of the company on the national enterprise registration database.

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Vietnam Law Changes in 2019 – What Would Enterprises Gain And Lose?

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If you have difficulty finding a Law Firm to provide professional consulting service of conversion of the type of enterprise please contact us. Phuoc & Partners is a professional consulting firm established in Vietnam and currently has nearly 100 members working in three offices in Ho Chi Minh City, Hanoi and Danang. Phuoc & Partners is also rated as one of the leading consulting firms specializing in business law in Vietnam that has leading practice areas in the legal market such as Labour and Employment, Taxation, Merger and acquisition, Litigation. We are confident in providing customers with optimal and effective civil litigation service.

[1] Article 25.1 of the Law on Enterprises 2014

[2] Article 25 of Decree 78/2015/ND-CP

[3] Article 196, 197, 198 and 199 of the Law on Enterprises 2014