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Transformation of joint stock companies into single-member limited liability companies

A joint stock company may be transformed into a single-member limited liability company by the following methods:

a/ A shareholder acquires all the shares of the other shareholders; or,

b/ An organization or individual that is not a shareholder acquires the whole shares of all shareholders of the company; or,

c/ The company has only one shareholder left.

Note: The transfer or acquisition of shares shall be based on market prices, and prices of shares shall be determined by the asset-based approach, discounted cash flow, or another method.

Dossiers to transfer a joint stock company into a one-member limited liability company: 

  1. A written request for enterprise registration.
  2. The company charter.
  3. List of members, for limited liability companies with two or more members; or list of founding shareholders and list of shareholders being foreign investors, for joint stock companies.
  4. Copies of:

a/ Legal paper of the individual, for the at-law representative of the enterprise;
b/ Legal paper of the individual, for the individual owner of the company; legal paper of the entity, for the institutional owner of the company (unless the company owner is the State); legal paper of the individual, for the authorized representative, and document on appointment of the authorized representative.
For the company owner being a foreign entity, a copy of its legal paper must be consularly legalized;

c/ he resolution and a copy of the minutes of the meeting of the Shareholders’ General Meeting, for joint stock companies, on the company transformation

d/ The transfer contract or papers proving completion of the transfer, in case of transfer of shares or contributed capital amounts; the donation contract, in case of donation of shares or contributed capital amounts; or a copy of the written certification of the heir’s lawful right to inherit, in case of inheritance as prescribed by law

T2H LAW LIABILITY LIMITED COMPANY 
Head office: G4-4A, Dormitory 708, Lien Ninh, Thanh Tri, Hanoi
Brand office: Floor 4, no.2, 115 Chien Thang Street, Van Quan Ward, Ha Dong District, Hanoi city
Phone: 0242 242 9900 – 0989 656 682
Website: https://t2hlawyers.vn
Email: contact.t2h@t2h.vn – huong.le@t2h.vn

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