ORDER AND PROCEDURES FOR CONFORMING TYPE OF ENTERPRISES

Transformation of business type is a form of reorganization of enterprises to conform with the provisions of law and the development orientation of the company. In the framework of the article below, we would like to share with you about “The order and procedures for conversion of business type”.

1. Forms of conversion of business type

Depending on the type of enterprise, the law provides for a number of different capital contributing members:
– One-member limited liability companies: is an enterprise owned by an individual or an organization, the owner is responsible for debts and other property obligations within the scope of the company’s charter capital.
– Joint stock company: is an enterprise in which the charter capital is divided into equal parts called shares; shareholders may be organizations or individuals, the minimum number of shareholders is 03 and no maximum number of shareholders is specified. Shareholders are responsible for the debts and property obligations within the amount of capital contributed.
– Limited liability company with two or more members: an enterprise, of which the member may be an organization or an individual. The number of members does not exceed 50 members. Members are responsible for debts and other property obligations within the company’s charter capital.
Therefore, when an enterprise has a change in the number of capital contributors that exceeds the maximum number of members or is smaller than the minimum number of members required by law, the enterprise is obliged to convert the type of enterprise accordingly. laws. Or if the enterprise needs to change the type of enterprise to conform with the development orientation of the company, the enterprise sends the dossier of conversion of the type of enterprise to the Business Registration Office where its head office is located to be converted. type of business.
Forms of conversion of business type include:
– Converting a limited liability company into a joint stock company.
– Converting JSC into one-member limited liability company.
– Conversion of JSCs into limited liability companies with two or more members.
– Converting a private enterprise into a limited liability company.
– Converting a two-member limited liability company into a limited liability company.

2. Procedures for conversion of business type
An application for conversion of enterprise type shall be submitted in the following cases:
Case 1: Converting a limited liability company into a JSC
– Enterprise registration request JSC (Appendix I-4, TT 02/2019 / TT-BKHDT);
– Charter of the converted company;
– Decision of the owner of one member limited liability company or the Minutes and Resolution of the Board of Members for limited liability company with two or more members;
– List of shareholders (Appendix I-7, TT 02/2019 / TT-BKHDT);
– Copy of personal identification certificate;
– Transfer of capital contribution Agreement;
– Power of attorney in case the legal representative of the enterprise does not directly change the type of enterprise at the Department of Planning and Investment.
Case 2: Converting a joint stock company into a limited liability company
– Registration form of one-member limited liability company (Appendix I-2. TT 02/2019 / TT-BKHDT);
– The revised company charter;
– Minutes and Resolution of the General Meeting of Shareholders;
– Copy of personal identification certificate;
– Transfer contract;
– Power of attorney in case the legal representative of the enterprise does not directly change the type of enterprise at the Department of Planning and Investment.
Case 3: Converting a joint stock company into a limited liability company with two or more members
– Application form for registration of limited liability companies with two or more members (Appendix I-3, TT 02/2019 / TT-BKHDT);
– The revised company charter;
– Minutes and Resolution of the General Meeting of Shareholders;
– List of members (Appendix I-6, TT 02/2019 / TT-BKHDT);
– Copy of personal identification certificate;
– Transfer contract;
– Power of attorney in case the legal representative of the enterprise does not directly change the type of enterprise at the Department of Planning and Investment.
Case 4: Converting a private enterprise into a limited liability company
– Application form for registration of one-member limited liability company or more (Appendix I-3, Circular 02/2019 / TT-BKHDT) / Request for registration of one-member limited liability company (Appendix I-2. TT 02 / 2019 / TT-BKHDT);
– Company rules;
– List of creditors and unpaid debts;
– List of members (Appendix I-6, TT 02/2019 / TT-BKHDT) (in case of conversion into a limited liability company with two or more members);
– Copy of personal identification certificate;
– A commitment of the owner of the private enterprise to take personal responsibility with all of his assets for all outstanding debts of the private enterprise and a commitment to pay all debts upon arrival term;
– Power of attorney in case the legal representative of the enterprise does not directly change the type of enterprise at the Department of Planning and Investment.
Case 5: Conversion of a two-member limited liability company into a limited liability company
– Registration form of one-member limited liability company (Appendix I-2. TT 02/2019 / TT-BKHDT);
– The revised company charter;
– Resolution and Minutes of Board meeting;
– Copy of personal identification certificate;
– Transfer contract;
– Power of attorney in case the legal representative of the enterprise does not directly change the type of enterprise at the Department of Planning and Investment.

3. Order of conversion of business type
Step 1: Enterprises prepare documents such as the procedure for changing the type of enterprise corresponding to each case of changing the type of enterprise.
Step 2: Access to https://dangkyquamang.dkkd.gov.vn/ and apply online.
Step 3: When having a valid notice, submit the original dossier to the business registration office where the enterprise is headquartered and receive the results according to the appointment ticket.
When an enterprise transforms its business type, it will inherit the responsibility for its debts, financial obligations and labor before the conversion. Business code after conversion of business type will not change.
Legal grounds:
– Enterprise Law 2014;
– Circular 02/2019 / TT-BKHDT.
Above is the advice on business type conversion of phapluatdoanhnghiep.vn. Please contact us via the hotline: 0982.466.166 for accurate and timely support.

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