Requirements
Natural persons
Legal persons
Representatives
For all types of conversion:
1.
Application form for company conversion (original)
signed and sealed by the legal representative of the company
2.
Meeting minutes (original)
of Members`Council on company conversion
3.
Decision on creation of investment project (original)
of the members' council for more than 2 members LLC ;or of general shareholders of a JSC; or of the owner of 1 member LLC on company conversion
4.
LLC Charter (1 member) (original)
in case of conversion from JSC or LLC with two members or more to LLC with one member
or
Company charter - LLC with two members or more (original)
in case of conversion from LLC with one member to LLC with two member or more
or
Company's Charter - JSC (Eng) (original)
in case of conversion from LLC to JSC
5.
List of authorized representatives (original)
in case of conversion from JSC or LLC with two members or more to LLC with one member
or
List of founding members of limited liability companies with 2 members or more (original)
in case of conversion from LLC with one member to LLC with two member or more
or
List of founding members for JSC
in case of conversion from LLC to JSC
6.
Authenticated copy of current investment certificate
In case there is capital transfer, supplement:
1.
Capital transfer contract (an authentic copy)
or any equivalent document certifying the donation of shares
2.
Completion of shares/capital assignment (certified by the company) (an authentic copy)
In case there are new members, supplement:
1. For company's new owner or members or shareholders being foreign corporate investors, supplement (for Vietnamese corporate investors, the legalized copy and Vietnamese version of following documents shall be replaced by authenticated copy only):
1.
Consular legalized copy of certificate of incorporation
in case of corporate founding members
2.
Certified Vietnamese version of legalized copy of certificate of incorporation
in case of corporate founding members
2. For company's new owner or members or shareholders being new individual members, supplement:
1.
Authenticated copy of passport or Vietnamese ID card of investor
in case of individual members
In case of authorization, supplement:
1.
Power of attorney (original)
issued by investor for his/her legal representative
2.
Passport or Vietnamese ID card of authorized person (original)
to present at the counter
Time frame
Waiting time in queue:
Max. 5mn
Attention at counter:
Min. 5mn - Max. 10mn
Waiting time until next step:
Min. 7 days - Max. 15 days
Legal justification
1.
Law No. 59/2005/QH11 of National Assembly on Investment
articles 51, 88
2.
Law No. 60/2005/QH11dated 29/11/2005 of National Assembly on Enterprises
articles 154, 155, 170
3.
Law 37/2013/QH13 amending and supplementing the Article 170 of the Law on Enterprise
Article 1
4.
Decree 43/2010/ND-CP of the Government on business registration (Eng)
articles 23, 24
5.
Decree 102/2010/ND-CP of Government guiding in detail a number of articles of the Law on Enterprises regarding the establishment, management organization, operation, reorganization and dissolution of enterprises.
articles 31, 32, 33, 34
6.
Decree 194/2013/ND-CP of the Government on re-registreing, converting foreign entreprises and changing Investment certificate of BCC projects
articles 11, 12
7.
Decree 164/2013/ND-CP of the Government, amending and supplementing a number of Articles of the Government’s Decree 29/2008/ND-CP, providing for industrial parks, export processing zones and economic zones
Article 1.21
8.
Circular 01/2013/TT-BKHĐT of Ministry of Planning and Investment, guiding on business registration (Eng)
Article 9
9.
Decision 1088/2006/QD-BKH of Ministry of Planning and Investment issuing standard forms for conducting investment procedures in Vietnam
Article appendix.I-6
Additional information
1. All the foreign documents must be legalized and translated into Vietnamese by the authorized translator.
2. Foreign passports can be notarized by any district or commune level people’s committee.
3. Investor should prepare 03 sets of application file, including 01 original set and 2 copy sets
Certification of DIEPZA