07:44 | 23/07/2024

Vietnam: What is the newest application form for establishing a limited liability company? What does the application for conversion from a single-member limited liability company into a multi-member limited liability company and vice versa include?

What is the newest application form for establishing a limited liability company in Vietnam? What does the application for conversion from a single-member limited liability company into a multi-member limited liability company and vice versa include?

What does the application for conversion from a single-member limited liability company into a multi-member limited liability company in Vietnam include?

Under Clause 2, Article 26, Decree 01/2021/ND-CP:

“Article 26. Application for enterprise registration in case of conversion

2. In case of conversion from a single-member limited liability company into a multi-member limited liability company, the application for registration of conversion shall include the documents specified in Article 23 hereof but exclude the investment registration certificate specified in Point c Clause 4 Article 23 hereof. The application must be also include the following documents:

a) The contract for transfer of stakes or documents proving completion of such transfer; the contract for donation of stakes; the copy of certificate of the inheritor’s lawful right to inheritance;

b) The resolution or decision of the company’s owner on capital mobilization and documents certifying the capital contribution by new members;

c) A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.

Thus, the application for conversion from a single-member limited liability company into a multi-member limited liability company in Vietnam shall include the above documents.

What does the application for conversion from a multi-member limited liability company into a single-member limited liability company in Vietnam include?

Under Clause 3, Article 26, Decree 01/2021/ND-CP:

“Article 26. Application for enterprise registration in case of conversion

3. In case of conversion from a multi-member limited liability company into a single-member limited liability company, the application for registration of conversion shall include the documents specified in Article 24 hereof but exclude the investment registration certificate specified in Point c Clause 3 Article 24 hereof. The application must be also include the following documents:

a) The contract for transfer of stakes or documents proving completion of such transfer; the contract for donation of stakes; the copy of certificate of the inheritor’s lawful right to inheritance; the merger contract or consolidation contract;

b) The resolution or decision and copy of the minutes of meeting of the Board of Members of the multi-member limited liability company on conversion into a single-member limited liability company;

c) A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.

Thus, the application for conversion from a multi-member limited liability company into a single-member limited liability company in Vietnam shall include the above documents.​

What is the newest application form for establishing a limited liability company in Vietnam?

- The newest application form for establishing a single-member limited liability company in Vietnam is specified in Appendix I-2 issued together with Circular 01/2021/TT-BKHDT as follows:

Download the newest application form for establishing a single-member limited liability company in Vietnam: Here.

- The application form for establishing a multiple-member limited liability company is specified in Appendix I-3 issued together with Circular 01/2021/TT-BKHDT as follows:

Download the application form for establishing a multiple-member limited liability company: Here.

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