1. When to convert a joint stock company into a single-member limited liability company?

Pursuant to Clause 1, Article 203 of Enterprise Law 2020, amended and supplemented in 2025, a joint stock company may be converted into a single-member limited liability company when it falls into one of the following cases:

• One shareholder receives the transfer of all corresponding shares from all remaining shareholders.
• An organization or individual that is not a shareholder receives the transfer of all shares from all shareholders of the company.
• The company is left with only 01 shareholder.

2. What should be noted when carrying out the procedure to convert a joint stock company into a single-member limited liability company?

Article 203 of Enterprise Law 2020, amended and supplemented in 2025, stipulates some important notes when carrying out the procedure for converting a joint stock company into a single-member limited liability company as follows:

• The transfer or capital contribution must be carried out at market price, determined using the asset-based method, discounted cash flow method, or another method.
• Within 15 days from the date the company has only one shareholder or from the completion of the share transfer, the company must submit the conversion dossier to the Business Registration Authority where it is registered. Within 03 working days from the date of receiving the conversion dossier, the Business Registration Authority shall issue the Certificate of Enterprise Registration and update the company's legal status on the National Business Registration Database.
• The converted company automatically inherits all legal rights and interests, and is responsible for all debts, including tax liabilities, labor contracts, and other obligations of the converted company.

3. What documents are required to convert a joint stock company into a single-member limited liability company?

The dossier for converting a joint stock company into a single-member limited liability company includes the following:

• Application for enterprise registration – Single-Member Limited Liability Company; 
• Charter of the Single-Member Limited Liability Company.
• List of beneficial owners of the enterprise (if any).
• Transfer contract or documents proving the completion of the transfer in case of transferring shares or capital contributions.
• Deed of gift in case of gifting shares or capital contributions.
• Copy of the document confirming the legitimate inheritance right of the heir in case of inheritance as stipulated by law.
• Resolution or decision on company division or separation in case of company division or separation.
• Merger contract, consolidation contract in case of company merger or consolidation.
• Power of Attorney (if authorizing another individual/organization to submit the dossier).

Copies of the following documents:

• Legal documents of the individual for individual members and the legal representative.
• Legal documents of the organization for organizational members and the document appointing the authorized representative; legal documents of the individual for the authorized representative of the organizational member.
• For foreign organizational members, the copy of the organization's legal documents must be consularly legalized.
• Investment Registration Certificate for foreign investors as stipulated by the Law on Investment.
• Written approval from the Investment Registration Authority regarding capital contribution, purchase of shares, or purchase of capital contributions by a foreign investor or a foreign-invested economic organization, for cases where registering capital contribution or share/capital contribution purchase is required under the Law on Investment.

Note:

• In case where the owner or member is an individual, or where the legal representative or authorized representative of the owner/organizational member declares their personal identification number, the enterprise registration dossier does not need to include a copy of the legal documents of these individuals.
• The enterprise may register the conversion of the enterprise type while simultaneously registering changes to the following information: company name, head office address, business lines, charter capital, legal representative, etc.
• In case of converting to a single-member LLC and simultaneously registering a change of the legal representative, the person authorized to carry out the enterprise registration procedures and sign the application for enterprise registration is the Chairman of the Company or the Chairman of the Members' Council of the converted company.

4. What are the procedures for converting a joint stock company into a single-member limited liability company?

The order and procedure for converting a joint stock company into a single-member limited liability company are carried out according to the following steps:

• Step 1: Prepare the Dossier: The enterprise prepares the dossier as presented in Section 3 above.
• Step 2: Submit the Dossier: Submit the dossier directly to the Business Registration Office where the converted company is headquartered or online via the National Business Registration Portal.
• Step 3: Dossier Processing: Within 03 working days, the Business Registration Office will review the dossier:
  • If valid: A new Certificate of Enterprise Registration will be issued.
  • If invalid: A notice requesting amendment or supplementation of the dossier will be issued..

Dossier submission fee: 100,000 VND (One hundred thousand Vietnamese Dong).

5. Legal basis

• Enterprise Law 2020, amended and supplemented in 2025;
• Decree 168/2025/ND-CP on enterprise registration;
• Circular 68/2025/TT-BTC on Forms used in enterprise registration and business household registration issued by the Minister of Finance.

6. Questions and answers related to the procedure for converting a joint stock company into a single-member limited liability company

After completing the procedure for converting a joint stock company into a single-member limited liability company (or to another type), the enterprise needs to update some related information to ensure stable and legal operation:

• Re-engrave the Legal seal: The conversion will change the enterprise name (e.g., from “Joint Stock Company…”).
• Redo the company signboard: If the name or head office address changes, the company must design and display a new signboard at the head office, branches, representative offices, and other business locations (if any).
• Update Information on the Digital Signature (e-signature): Changed information such as: company name, head office address, legal representative needs to be updated on the digital signature. The company should request the digital signature service provider to assist with synchronizing the updated information on the electronic tax and customs systems.
• Adjust bank account information: If there is a change in the company name or legal representative, the enterprise must update the information at the bank where the account is opened. At the same time, it is  necessary to promptly notify partners and customers to avoid any mistaken transactions using outdated information.
• Notify the Social Insurance Authority: The enterprise must submit a dossier with the new Certificate of Enterprise Registration to adjust the company name, address, or type of company in the social insurance participation dossier.
• Update information on company-owned assets: If the company name or address changes, the enterprise needs to adjust it on the Certificate of Land Use Rights, trademark registration certificates, sub-licenses, or other certificates and documents in the company's name.

The enterprise should send official written notification about the type conversion and related changes. This helps avoid errors when issuing invoices, signing contracts, or conducting payment transactions. Adjust operational licenses for branches, representative offices, business locations, if the company has branches, representative offices, or business locations, the operating licenses need to be changed in two cases:

• The company name changes.
• The legal representative who also serves as the head of the branch/office/business location changes.