Application Form for Establishing a Joint-Stock Company: Dossier for Procedures of Converting Business Type from Limited Liability Company to Joint-Stock Company
When converting a limited liability company (LLC) to a joint-stock company (JSC), is it mandatory to raise additional capital from other organizations or individuals?
Based on Article 202 of the Law on Enterprises 2020, the regulation is as follows:
“Article 202. Conversion of a limited liability company into a joint-stock company
1. The conversion of a state-owned enterprise into a joint-stock company shall comply with relevant legal provisions.
2. A limited liability company may convert into a joint-stock company by one of the following methods:
a) Conversion into a joint-stock company without raising additional capital from other organizations or individuals, or selling shares to other organizations or individuals;
b) Conversion into a joint-stock company by raising additional capital from other organizations or individuals;
c) Conversion into a joint-stock company by selling all or part of the capital contribution to one or several other organizations or individuals;
d) Combining the methods stipulated in points a, b, and c of this clause and other methods.
3. The company must register the conversion with the Business Registration Office within 10 days from the date the conversion is completed. Within 3 working days from the date of receiving the conversion dossier, the Business Registration Office shall re-issue the Enterprise Registration Certificate and update the company's legal status in the National Database on Enterprise Registration.
4. The converted company shall automatically inherit all lawful rights and interests, and bear the debts, including tax debts, labor contracts, and other obligations of the converted company.”
Accordingly, an LLC may convert its business type into a JSC by the methods specified above, including raising capital from other organizations or individuals.
Thus, it is not mandatory for an LLC to raise capital from other organizations or individuals when converting its business type into a JSC.
Application form for the establishment of a joint-stock company? Dossier for the conversion procedure from a limited liability company to a joint-stock company?
What documents are included in the dossier for converting a limited liability company into a joint-stock company?
Based on Clause 4, Article 26 of Decree 01/2021/ND-CP, the regulation is as follows:
“Article 26. Enterprise registration dossier for cases of business type conversion
…
4. In case of conversion from a limited liability company to a joint-stock company and vice versa, the registration dossier shall include the documents specified in Articles 23 and 24 of this Decree, excluding the Investment Registration Certificate stipulated in point c, clause 4 of Article 23 and point c, clause 3 of Article 24 of this Decree. Additionally, the dossier must include the following documents:
a) Resolution or decision of the company owner for a single-member limited liability company, or the resolution, decision, and a copy of the minutes of the Members' Council meeting for a limited liability company with two or more members, or the resolution and a copy of the minutes of the General Meeting of Shareholders meeting for a joint-stock company regarding the conversion;
b) Transfer agreement or documents evidencing the completion of the transfer in case of transfer of shares or capital contributions; Donation agreement in case of donation of shares or capital contributions; Copy of the legally valid inheritance document in case of inheritance according to the law;
c) Documents confirming the capital contributions of members or new shareholders;
d) Document from the Investment Registration Authority approving the capital contribution, share purchase, and capital contribution purchase by foreign investors or economic organizations with foreign investments in cases where the procedure for registration of capital contribution, share purchase, and capital contribution purchase as stipulated by the Law on Investment is required.”
Thus, when converting a business type from an LLC to a JSC, the dossier must be prepared in accordance with the specified components above.
What is the current application form for establishing a joint-stock company?
The current application form for establishing a joint-stock company is specified in Appendix I-4 issued with Circular 01/2021/TT-BKHDT, as follows:
Download the latest application form for establishing a joint-stock company: here.
Download the list of founding shareholders form: here.
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