Contents
I. Legal provisions on multi-member limited liability companies
– A multiple-member limited liability company must have a minimum of 2 members and a maximum of 50 members. A member of a multiple-member limited liability company can be an individual or organization with Vietnamese or foreign nationality. In addition, these members or organizations must not be prohibited from establishing, buying shares, contributing capital, purchasing contributed capital and managing an enterprise based on the information of Article 17 of the Enterprise Law 2020.
– A multiple-member limited liability company will be solely responsible with all its assets because the company has legal status. Members of a multiple-member limited liability company will be responsible for debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise.
II. Legal provisions on joint stock companies
According to the provisions of Article 111 of the Enterprise Law 2020, a joint stock company is:
1. A joint stock company is an enterprise in which:
a) The charter capital is divided into units of equal value called shares;
b) Shareholders can be organizations and individuals; the minimum number of shareholders is 03; there is no limit on the maximum number of shareholders;
c) A shareholder’s liability for the company’s debts and liabilities is equal to the amount of capital contributed to the company by the shareholder;
d) Shareholders may transfer their shares to other persons except for the cases specified in Clause 3 Article 120 and Clause 1 Article 127 of this Law.
2. A joint stock company has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued.
3. A joint stock company may issue shares, bonds and other kinds of securities.
From the above provisions, a joint stock company has the following characteristics:
– Have at least 3 shareholders
– Joint stock companies have the ability to mobilize capital flexibly because they are allowed to issue shares, bonds and other securities.
– Shareholders are free to transfer capital.
– A joint-stock company is free to transfer its shares without restriction, except for the two cases specified in Clause 3, Article 116 and Clause 3, Article 120:
– Company profits can be paid out in dividends.
III. Procedures for transformation from multi-member limited liability companies to joint stock company
According to the provisions of Clause 4, Article 26 of Decree No. 01/2021/ND-CP, the application for conversion of multi-member limited liability companies to joint stock company includes the documents specified in Article 23 of this Decree:
Application form for enterprise registration.
The company’s charter.
List of members of the multi-member limited liability company; lists of founding shareholders and shareholders that are foreign investors of the joint-stock company.
Copies of the following documents:
a) Legal documents of the enterprise’s legal representative;
b) Legal documents of members or founding shareholders and foreign shareholders that are individuals; legal documents of members or founding shareholders and foreign shareholders that are organizations; legal documents of authorized representatives of members or founding shareholders and foreign shareholders that are organizations and their letters of appointment of authorized representatives.
For members and shareholders being foreign organizations, copies of legal papers of the organization must be consular legalized;
The following documents must be attached to the application, including:
– Resolution, decision and copy of the meeting minutes of the Members’ Council of a limited liability company with two or more members on the conversion of the company;
– The transfer contract or documents proving the completion of the transfer in case of transferring the contributed capital; Contract of donation in case of donation of contributed capital; – Papers certifying capital contribution of new members and shareholders;
– The investment registration agency’s document approving the capital contribution, share purchase or purchase of contributed capital of foreign investors or foreign-invested economic organizations, in case the following procedures must be followed: continue to register for capital contribution, purchase of shares and purchase of contributed capital in accordance with the Law on Investment.
Procedure:
Step 1: Prepare 01 set of documents for company transformation
Step 2: Submit your application at the Department of Planning and Investment
The converting enterprise or its authorized person shall carry out the procedures for conversion from a two-member limited liability company to a joint stock company by the following methods:
+ Register your business directly at the Business Registration Office;
+ Business registration via postal service;
+ Register your business via the electronic information network at the National Business Registration Portal (https://dangkytinhdoanh.gov.vn)
Step 3: Get the result
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