Procedures for converting the type of company

1. What is convert the type of company?

🔰 Convert the type of company is a form of reorganization of the enterprise structure to suit the size and development orientation of the enterprise. In other words, the business will operate as a different type of business. The converted enterprise will inherit all legal rights and interests, and be responsible for all debts, including tax debts, labor contracts, and other obligations of the converted enterprise. Procedures related to changing enterprise types are governed by the Law on Enterprises.

2. Forms of conversion of company type:

✔ Converting a private enterprise into a partnership, limited liability company, or joint-stock company.

✔ Converting a one-member limited liability company into a limited liability company with two or more members.

✔ Converting a limited liability company with two or more members into a limited liability company with one member.

✔ Converting a limited liability company into a joint stock company.

✔ Converting from a joint stock company to a limited liability company.

3. Conditions for converting the type of company:

🔗 Having a certificate of business registration or tax identification number of the company.

🔗 If it is a private enterprise, it is necessary to obtain the consent of the owner of the private business on the conversion of the type of company.

🔗 If it is a one-member limited liability company, the company owner's consent is required for the conversion of the company type.

🔗 If it is a limited liability company with two or more members, the consent of the company's members' council is required.

🔗 If the company is a joint stock company, it is necessary to obtain the consent of the General Meeting of Shareholders on the conversion of the type of company.

🔗 Having legal papers of the new member and the legal representative of the new company.

🔗 Having a complete record of the transformation of the company type.

4. Note when converting company type:

⏩  There is no regulation on joint stock companies and limited companies converting into private enterprises, so this conversion cannot be done.

⏩  A company with less than 2 members cannot be converted into a joint stock company.

⏩  The company that wants to switch to another type must prove that it meets all the conditions for that type of business as prescribed by law.

5. Process of carrying out procedures for company transformation:

👉 Step 1: Prepare documents.

👉 Step 2: Prepare documents and give them to the entrepreneur to sign.

👉 Step 3: On behalf of the entrepreneur, submit the application and receive the result at the Business Registration Office.

👉 Step 4: Perform the following tasks when changing the type of company.

6. Document to convert company type

📍 For converting a private enterprise into a partnership, limited liability company, or joint stock company:

➥ Business registration application form;

➥ Charter of the converted company;

 ➥ Owner's decision on the conversion;

➥ List of creditors and unpaid debts, including tax debts, and payment deadlines; the list of existing employees; list of unliquidated contracts;

➥ List of members in case of conversion into a limited liability company with two or more members;

➥ Valid copies of personal identification papers of company members in case members are individuals (valid ID card/ citizen identification or Passport); a valid copy of the Certificate of Business Registration or another equivalent document in case the company member is an organization;

➥ A written undertaking by the owner of the private business to be personally liable with all his assets for all unpaid debts of the sole proprietorship and commit to paying the debt in full when it is due;

➥ A written agreement with the parties of the unliquidated contract on the receipt and performance of such contracts by the converted limited liability company.

➥ A written commitment of the owner of the private enterprise or an agreement between the owner of the private enterprise and other capital contributors on the receipt and use of existing labor of the private enterprise.

📍 For converting a one-member limited liability company into a limited liability company with two or more members:

➥ Business registration application form;

➥ Charter of the company; Members list;

➥ A copy of the individual's legal papers for the legal representative of the enterprise;

➥ Copy of legal papers of individuals for company members;

➥ Copy of legal documents of the organization for members.

📍 For converting a limited liability company with two or more members into a one member limited liability company

➥ Business registration application form;

➥ Charter of the company;

➥ A copy of the individual's legal papers for the legal representative of the enterprise;

➥ A copy of the individual's legal papers for the company owner being an individual;

➥ A copy of the legal document of the organization for the company owner who is an organization.

📍 For converting a limited liability company into a joint stock company:

➥ Business registration application form;

➥ Charter of the company;

➥ List of founding shareholders;

➥ A copy of the individual's legal papers for the legal representative of the enterprise;

➥ A copy of the individual's legal papers for founding shareholders, shareholders being foreign investors and individuals;

➥ Legal documents of the organization for founding shareholders, shareholders being foreign investors are organizations;

➥ A copy of the legal document of the individual for the authorized representative, founding shareholders, shareholders being foreign investors being organizations, and the document appointing the authorized representative.

📍 For conversion from a joint stock company to a limited liability company:

➥ Business registration application form;

➥ Draft company charter;

➥ The list of shareholder members and attached documents are as follows:

▶ For individual members: Copy of ID card, citizen identification, passport, or other lawful personal identification.

▶ For shareholders being an organization: A copy of the establishment decision, business registration certificate, or another equivalent document of the organization; power of attorney, identity card, passport, or other lawful personal identification of the authorized representative.

▶ For shareholders being foreign organizations, a copy of the Business Registration Certificate must be certified by the agency where the organization has registered no later than three months before the date of submission of the business registration application.

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6️⃣ TASCO is always committed and responsible for keeping your accounting information confidential, even after the contract to provide accounting services has been terminated.

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