Application for the Registration of a Limited Liability Company? File for Changing the Type of Enterprise from a Single-Member Limited Liability Company to a Two-Member Limited Liability Company and Vice Versa?
What are the components of the documents for converting the type of enterprise from a single-member limited liability company to a two-member limited liability company?
Based on Clause 2, Article 26, Decree 01/2021/ND-CP, it is stipulated as follows:
“Article 26. Registration documents for converting the type of enterprise
…
2. In the case of converting a single-member limited liability company into a multiple-member limited liability company, the conversion registration documents shall include the papers specified in Article 23 of this Decree, excluding the Investment Registration Certificate stipulated at Point c, Clause 4, Article 23 of this Decree. In addition, the documents must include the following papers:
a) Transfer contract or documents proving the completion of the capital contribution transfer in case of transferring contributed capital; Gift contract in case of giving contributed capital; A copy of a legal heir’s document confirming the legal inheritance rights of the heir in case of inheritance in accordance with the law;
b) Resolution, decision of the company owner on the mobilization of additional capital contributions from other individuals and organizations and papers confirming the capital contribution of new members in case of mobilizing capital contributions from new members;
c) Documents from the investment registration authority approving the capital contribution, share purchase, or purchase of contributed capital from foreign investors, foreign-invested economic organizations in case of having to undertake the registration procedures of capital contribution, share purchase, or purchase of contributed capital according to the Investment Law.”
When converting the type of enterprise from a single-member limited liability company to a two-member limited liability company, it is necessary to prepare documents as stipulated above.
Application for establishing a limited liability company? Documents for converting the type of enterprise from a single-member limited liability company to a multiple-member limited liability company and vice versa?
What documents are required for converting the type of enterprise from a two-member limited liability company to a single-member limited liability company?
Based on Clause 3, Article 26, Decree 01/2021/ND-CP, it is stipulated as follows:
“Article 26. Registration documents for converting the type of enterprise
…
3. In the case of converting a multiple-member limited liability company into a single-member limited liability company, the conversion registration documents shall include the papers specified in Article 24 of this Decree, excluding the Investment Registration Certificate stipulated at Point c, Clause 3, Article 24 of this Decree. In addition, the documents must include the following papers:
a) Transfer contract or documents proving the completion of the capital contribution transfer in case of transferring contributed capital; Gift contract in case of giving contributed capital; A copy of a legal heir’s document confirming the legal inheritance rights of the heir in case of inheritance in accordance with the law; Merger contract, consolidation contract in case of a company merger or consolidation;
b) Resolution, decision, and a copy of the meeting minutes of the Member’s Council of the multiple-member limited liability company regarding the conversion to a single-member limited liability company;
c) Documents from the investment registration authority approving the capital contribution, share purchase, or purchase of contributed capital from foreign investors, foreign-invested economic organizations in case of having to undertake the registration procedures of capital contribution, share purchase, or purchase of contributed capital according to the Investment Law.”
It is necessary to prepare documents as stipulated above when converting the type of enterprise from a two-member limited liability company to a single-member limited liability company.
Current application form for establishing a limited liability company?
- The application form for establishing a single-member limited liability company is implemented according to Appendix I-2 issued together with Circular 01/2021/TT-BKHDT as follows:
Download the application form for establishing a single-member limited liability company: Here.
- The application form for establishing a multiple-member limited liability company is implemented according to 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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