Issue 021025 – Methods, procedures, and dossier for conversion of enterprise type

Dear Valued Client,

Following our previous discussion on corporate division, separation, merger, and consolidation, we now turn to the legal aspects of conversion of legal form – the final type of corporate reorganization under Vietnamese law.

Conversion of legal form (also known as transformation or change of company type) refers to the process of reorganizing a business by switching from one legal structure to another. This is usually done to better align the company’s structure with its scale, business strategy, or long-term development goals.

1. Types of company conversion

According to the Law on Enterprises 2020 (as amended in 2025) (“Law on Enterprises”) and Decree No. 168/2025/NĐ-CP, the following types of company conversion are permitted in Vietnam:

– Conversion of a private enterprise into a partnership, a limited liability company (LLC), or a joint stock company (JSC);

– Conversion of a single-member LLC into a multi-member LLC;

– Conversion of a JSC or a multi-member LLC into a single-member LLC in ordinary circumstances;

– Conversion of a JSC or a multi-member LLC into a single-member LLC in special cases; and

– Conversion between an LLC and a JSC, i.e. from LLC to JSC and vice versa.

2. Methods and procedures for conversion of enterprise type

Although each type of conversion requires a different application dossier, the procedure is generally carried out online, following these steps:

Step 1: The enterprise identifies the new legal form it wishes to convert into, among the five forms permitted by law.

Step 2: Prepare and duly compile the application dossier for conversion, in accordance with the specific case.

Step 3: Submit the dossier online via the National Business Registration Portal.

Step 4: Await examination by the business registration authority. Within three to five working days from the date of receipt, the dossier will be reviewed. If the dossier is valid, the enterprise will be issued a new Enterprise Registration Certificate. If the dossier is incomplete or non-compliant, the enterprise will receive a notice requesting amendments and supplements for completion.

3. Company conversion dossier

3.1. Conversion of a Private Enterprise into a Partnership, LLC, or JSC:[1]

– Application form for registration of a LLC, joint-stock company, or partnership.

– List of founding shareholders or members.

– The new charter of the company after conversion.

– Written undertaking of the private enterprise owner or the lawful heir to assume personal liability with all of his/her assets for any outstanding debts, and commitment to fully settle such debts when due.

– Written agreement of the private enterprise owner or the lawful heir with counterparties of unliquidated contracts on the continuation and performance of such contracts by the converted company.

– Written commitment or written agreement of the private enterprise owner or the lawful heir with other capital-contributing members on the reception and use of the existing employees of the private enterprise.

– Transfer contract or supporting documents evidencing the completion of capital transfer in case of transfer of the private enterprise’s capital.

– Donation contract in case of donation of the private enterprise’s capital.

– Copy of the document certifying the lawful right of inheritance of the heir in accordance with law, in case of inheritance.

– Copy of the written approval from the investment registration authority on capital contribution, share acquisition, or capital purchase by foreign investors or foreign-invested economic organizations, in cases where the procedures for registration of such transactions are required under the Law on Investment.

3.2. Conversion of a Single-Member LLC into a Multi-Member LLC[2]

– Application form for enterprise registration of a Multi-Member LLC.

– Charter of the Multi-Member LLC.

– List of members of the Multi-Member LLC.

– Legal documents of individuals for members who are individuals, and of the legal representative. Legal documents of organizations for members that are organizations, together with the letter of authorization for their authorized representative. Legal documents of individuals for authorized representatives of founding members and members who are foreign investors being organizations.

– Investment registration certificate for foreign investors, as required by the Law on Investment.

– Transfer contract or supporting documents evidencing completion of transfer, in case of transfer of capital contribution.

– Donation contract, in case of donation of capital contribution.

– Copy of the document certifying the lawful right of inheritance of the heir in accordance with law, in case of inheritance.

– Merger contract, in case of merger of companies.

– Copy or original of the resolution or decision of the company owner on mobilizing additional capital contribution from other organizations or individuals, together with supporting documents evidencing the contribution of new members, in case of raising new capital contribution.

– Copy of the written approval from the investment registration authority on capital contribution, share acquisition, or capital purchase by foreign investors or foreign-invested economic organizations, in cases where the procedures for registration of such transactions are required under the Law on Investment.

3.3. Conversion of a JSC or a Multi-Member LLC into a Single-Member LLC (in cases where only one shareholder or one capital-contributing member remains pursuant to commitment; or where a JSC is left with exactly two shareholders and seeks to convert into a Multi-Member LLC)[3]

– Application form for enterprise registration.

– Company charter.

– List of members.

– Copy of legal documents of individuals for members who are individuals and for the legal representative.

– Copy of legal documents of organizations for members that are organizations, together with the letter of authorization for their authorized representative; legal documents of individuals for authorized representatives of organizational members. For members that are foreign organizations, the copies of organizational legal documents must be consularly legalized.

– Copy of the written approval from the investment registration authority on capital contribution, share acquisition, or capital purchase by foreign investors or foreign-invested economic organizations, in cases where registration procedures are required under the Law on Investment.

3.4. Conversion of a JSC or Multi-Member LLC into a Single-Member LLC (ordinary cases, not fall under Section 3):[4] 

– Application form for enterprise registration.

– Company charter.

– List of members.

– Copy of legal documents of individuals for members who are individuals and for the legal representative.

– Copy of legal documents of organizations for members that are organizations, together with the letter of authorization for their authorized representative; legal documents of individuals for authorized representatives of organizational members. For members that are foreign organizations, the copies of organizational legal documents must be consularly legalized.

– Copy of the written approval from the investment registration authority on capital contribution, share acquisition, or capital purchase by foreign investors or foreign-invested economic organizations, in cases where registration procedures are required under the Law on Investment.

– Transfer contract or supporting documents evidencing completion of transfer, in case of transfer of shares or capital contribution.

– Donation contract, in case of donation of shares or capital contribution.

– Copy of the document certifying the lawful right of inheritance of the heir in accordance with law, in case of inheritance.

– Merger contract or consolidation contract, in case of merger or consolidation of companies.

– Repurchase contract, in case the company repurchases shares or capital contribution.

3.5. Conversion of a LLC to JSC and vice versa:[5]

– Application form for enterprise registration.

– Company charter.

– List of members or list of founding shareholders (except where the converting company is a joint-stock company without founding shareholders).

– Copy of legal documents of individuals for members/shareholders who are individuals and for the legal representative.

– Copy of legal documents of organizations for members/shareholders that are organizations, together with the letter of authorization for their authorized representative; legal documents of individuals for authorized representatives of founding members/shareholders and shareholders being foreign investors that are organizations.

– Transfer contract or supporting documents evidencing completion of transfer, in case of transfer of shares or capital contribution.

– Donation contract, in case of donation of shares or capital contribution.

– Copy of the document certifying the lawful right of inheritance of the heir in accordance with law, in case of inheritance.

– Resolution or decision on division or separation of the company, in case of division or separation.

– Merger contract or consolidation contract, in case of merger or consolidation of companies.

– Repurchase contract, in case the company repurchases shares.

– Supporting documents evidencing capital contribution of new members/shareholders, in case of admission of new members/shareholders.

– Copy of the written approval from the investment registration authority on capital contribution, share acquisition, or capital purchase by foreign investors or foreign-invested economic organizations, in cases where registration procedures are required under the Law on Investment.

The foregoing sets out the methods, procedures, and application dossier requirements for conversion of enterprise type under current Vietnamese law. As always, we hope this article proves useful and look forward to working with you in the near future.

Sincerely,
ENT Law LLC

[1] Article 26.1, Decree 168/2025/ND-CP

[2] Article 26.2, Decree 168/2025/ND-CP

[3] Article 26.3, Decree 168/2025/ND-CP

[4] Article 26.4, Decree 168/2025/ND-CP

[5] Article 26.5, Decree 168/2025/ND-CP