I. Cases of conversion
Cases in which the multi-member LLC shall convert to one member LLC includes:
One member is transferred all stakes of other members in multi-member LLC.
A person or an organization which is not a member of multi-member LLC is transferred 100% stakes of other members in multi-member LLC.
II. Dossiers of conversion
According to Article 24, Article 26 Decree 01/2021, dossiers of conversion of multi-member LLC to one member LLC includes:
1. The enterprise registration application;
2. The company’s charter;
3. Copies of the following legal documents:
a) Identity Card/Passport for the legal representative of the company;
b) Identity Card/Passport if the owner of the company is a person; Certification of business registration if the owner of the company is a organization (except for the case the company’s owner is the government); Identity Card/Passport for the authorized legal representative of the company and the document designating the authorized representative.
*If the owner is foreign organization, the copy of Establishment Decision/Business Registration Certification shall be legalized.
4. Conversion contract or documents which prove the completion of conversion in case of transferring stakes; Donation agreement in case of giving away stakes; Copies of application for probate of the heir in case of inheritance; Acquisition contract, consolidation contract in case of acquire, consolidate company;
5. The resolution, decision and copy of meeting minutes of Board of members about the conversion to one member LLC;
6. Approval documents of Investment registration authority in case the capital contribution registration, shares buying, stakes buying, shall be carried out according to Investment Law provisions.
III. Procedures
Step 1: Board of members has a meeting and makes a decision of conversion of the enterprise.
Step 2: Prepare dossiers as prescribed in law for the conversion to one member LLC.
Step 3: Submit documents directly at Business Registration Office – Department of Planning and Investment of district/city where enterprise’s headquarter is located or submit online on National Enterprise Registration Portal (https://dangkykinhdoanh.gov.vn).
Step 4: The business shall post the notification as prescribed in law provisions.
Duration for documents preparation and notification posting:
Conversion of types of business shall be submitted at the Business Registration Office – Department of Planning and Investment of district/city. Within 03 working days from the date of the receipt of valid conversion documents, the Business Registration Office shall issue a new Business Registration Certification.
Duration for notification posting is 30 days from the date the business is issued One member LLC Registration Certification.
IV. Fees
According to Circulars 47/2019/TT-BTC, fees to convert types of business is 50.000 VND per time in case of direct submission and 100.000 VND per time in case of online submission.
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