Requirements
Natural persons
Legal persons
Representatives
1.
Registration of conversion of enterprise form (apdx I-15) (original)
2.
Decision on company conversion (original)
of owners or Members Council (in case of existing company is limited liability company), Board of Directors of Joint-venture company or General Plenary Meeting of Shareholders of foreign-invested capital joint stock company;
The Decision content includes the followings: name, main office’s address of the company after conversion, deadlines and conditions for the transfer of assets, capital contribution, shares, bonds of converted company, plan of using employees, the conversion period. The decision of company conversion has to be sent to all creditors and informed to employees of the company within 15 days from the date of adoption of the decision.
3.
Draft company charter (original)
4.
List of members (original)
or
List of authorized representatives (original)
or
List of founding shareholders (original)
5.
Authenticated copy of current investment certificate (PMEZA)
and others documents of permission(s) for amendment.
6.
Passport or Vietnamese ID card of the people submitting the application/collecting result (original)
I. In case of conversion from Joint-venture company and 100% foreign owned company (which is having two or more owners) to One member Limited liabilty company:
1.
Share transfer contract (original)
or partial capital contribution, or the Agreement on receiving investment capital contributions in the form of shares or in the form of partial capital contribution.
II. In case of conversion from foreign-invested capital Limited liability company to Joint stock company:
1.
Capital transfer contract (original)
III. In case of conversion from 100% foreign owned company owned by an invidual foreign or corporate investor to Limited liability company (having two or more members):
1.
Capital contribution presenting contract (original)
(in case of transfer or donation of a part of ownership to one or some others persons)
2.
Decision of the owners of the company about mobilizing additional capital (original)
(in the case the intended company mobilizes additional capital from one or more other individual persons)
IV. Documents showing legal status of new investors:
1. For individual foreign investor:
1.
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Authenticated copy of passport or Vietnamese ID card of investor
(In case the conversion involves an addition of new member(s) as individual person(s).
2. For corporate foreign investor:
1.
Certified vietnamese version of legalized copy of certificate of incorporation
(In case the conversion involves an addition of new member as a corporate entity).
2.
Vietnamese version of power of attorney from the investor to the representative
of the legal representative of the new member as a corporate entity.
3.
Certificate of business registration
must be certified by the entity (where the legal person has registered the business) within no more than 3 months before the date of submitting of the application file (in case the conversion involves an addition of new member as foreign legal entity.
4.
Company charter of the existing 100% foreign owned company
This must be certified by the entity (where the legal person has registered the business) within no more than 3 months before the date of submitting of the application file (in case the conversion involves an addition of new member as foreign legal entity.
V. In case of authorization to submit application:
1.
Power of attorney from the investor to the authorized person/authority (original)
Time frame
Waiting time in queue:
Max. 5mn
Attention at counter:
Min. 5mn - Max. 15mn
Waiting time until next step:
Min. 10 days - Max. 15 days
Legal justification
1.
Law No. 67/2014/QH13 dated November 26 of the National Assembly on Investment
articles 51, 88
2.
Law No. 68/2014/QH13 dated 26/11/2014 of the National Assembly on Enterprises
articles 154, 155, 170
3.
Law No 37/2013/QH13 of National Assembly dated June 20, 2013 on amending and supplementing the Article 170 of the Law on Enterprise
Article 1
4.
Decree No. 78/2015/ND-CP of the Government dated September 19, 2015 on enterprise registration
articles 23, 24
5.
Decree 102/2010/NĐ-CP of Goverment dated October 01, 2010 on detailing a number of articles of the Law on Enterprises
articles 31, 32, 33, 34
6.
Decree 194/2013/NĐ-CP of Goverment dated January 21, 2013 on the re-registration, transformation of foreign-invested enterprises and renewal of investment license of investment projects in the form of business cooperation contract
articles 11, 12
7.
Decree 164/2013/ND-CP of the Government dated November 12, 2013 on amending and supplementing a number of Articles of the Government’s Decree No. 29/2008/ND-CP dated March 14, 2008, providing for industrial parks, export processing zones and economic zones
Article 1.21
8.
Circular No. 20/2015/TT-BKHDT of the Ministry of Planning and Investment dated December 1, 2015 on business registration
Article 9
9.
Circular No. 176/2012/TT-BTC dated Oct 23, 2012 of the Ministry of Finance on the fee tariff, collection, payment, management and use of fees for business registration, household registration and fee for information provision
Article appendixI-15
Additional information
1. Number of copies required for submission: 1 set of original and 7 sets of simple copies of below documents, except for some documents for which 8 sets of authenticated/notized copies are required.
2. In case a company to be converted to Joint-stock company, the owner of foreign capital company must be a founding shareholder. In case a company has been owned by many owners, at least one of the owners of the company must be founding shareholder, in accordance with Article 11, Decree 101/2006/ND-CP dated 21/9/2006 of the Government regulating the re-registration, conversion and registration of amendment of Investment certificate of the company with foreign investment capital, and in accordance with the Law on Enterprise and Law on Investment.
Who certified this information ?
Ms. Nguyễn Vũ TỐ QUYÊN, Head of Synthesis and Investment Division ,
26/11/2014
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