Requirements
Individual investor
Corporate investor
Representatives
THERE ARE TWO DIFFERENT CASES RELATED TO COMPANY CONVERSIONS WHERE THE REQUIREMENTS ARE DIFFERENT; HOWEVER, THERE ARE COMMON DOCUMENTS REQUIRED OF ALL CASES
1.
Current investment certificate (4 simple copies + an authentic copy)
2.
Audited annual financial reports of the previous two years (original + 4 simple copies)
A.- COMPANY CONVERSION TOGETHER WITH CORPORATE RE-REGISTRATION
1.
Application for company re-registration and conversion (original + 4 simple copies)
signed by legal representative of the company
2.
List of members for two or more member LLC or joint venture companies (original + 4 simple copies)
3.
Draft amended company charter (original + 4 simple copies)
in compliant with legal regulations on corporates
4.
Decision on corporate re-registration and conversion (original + 4 simple copies)
by corporate owner or corporate owners or board of executives of FDI corporates; executive council of joint venture incorporates or General Meeting of joint stock companies.
The decision must contain key details of name and address of the converted corporate and new corporate; duration and conditions for conversion of FDI incorporate's assets, equities, shares & bonds into the new corporate's assets, equities, shares & bonds; plan for labor employment; conversion deadline.
Company conversion together with corporate re-registration plus new members, additional documents apart from the above:
1.
PassportS or ID cards of individual members or shareholders (4 simple copies + an authentic copy)
1.
Decision on the establishment of the entity (4 simple copies + an authentic copy)
2.
Business registration certificate (4 simple copies + an authentic copy)
or other equivalent documents
For authorized representatives
1.
Notarized power of attorney from corporate members to authorized representatives (original + 4 simple copies)
which states content, scope and duration of authorization.
2.
Passport or ID of authorized representatives (4 simple copies + an authentic copy)
B. COMPANY CONVERSION AFTER CORPORATE RE-REGISTRATION
I.- Conversion of one member liability limited companies into two or more member liability limited companies
1.
Application for corporate conversion (original + Simple copy)
2.
Charter of the new company in accordance with Article 22 of the Law on Corporate (original + Simple copy)
3.
List of members of new company (original + Simple copy)
1.
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Passport or ID card of members (Simple copy + an authentic copy)
For members which are companies
1.
Business registration certificate of organizational members (Simple copy + an authentic copy)
or certificate of corporate registration
2.
Transfer contract of parts of the company ownership (Simple copy + an authentic copy)
or other documents demonstrating partial transfer of company ownership to other individual(s) as gifts or presents; or the company owner's Decision on the mobilization of additional capital contribution from other individuals.
II. Conversion of 2 or more member liability limited companies into one member liability limited companies
1.
Application for corporate conversion (original + Simple copy)
2.
Charter of the new company in accordance with Article 22 of the Law on Corporate (original + Simple copy)
3.
List of authorized representatives (original + Simple copy)
for one member liability limited companies with organizational structure in accordance with paragraph 3, Article 67 of the Law on Corporate.
or
Passport or ID card of authorized representative (Simple copy + an authentic copy)
for one member liability limited companies with organizational structure in accordance with paragraph 4, Article 67 of the Law on Corporate.
4.
Equity transfer agreement (Simple copy + an authentic copy)
5.
Council of Members' decision in writing on company conversion (Simple copy + an authentic copy)
6.
Minutes of meeting of Council of Members on company conversion (Simple copy + an authentic copy)
III. Conversion of liability limited companies into joint stock companies and vice versa
1.
Application for conversion into JVC (original + Simple copy)
2.
Corporate owner's decision on conversion into a joint stock company (original + Simple copy)
or the decision and minutes of meeting on the conversion of the Council of Members or General Meeting of shareholders
3.
Draft company charter of new company (original + Simple copy)
4.
List of members (original + Simple copy)
or list of founding shareholders or common shareholders
5.
Equity transfer agreement (Simple copy + an authentic copy)
or capital contribution agreement
For individual shareholders
1.
Passport or individual shareholders (Simple copy + an authentic copy)
For shareholders which are companies
1.
Decision on the establishment of the entity (Simple copy + an authentic copy)
2.
Business registration certificate (Simple copy + an authentic copy)
or other equivalent documents.
3.
Notarized power of attorney from corporate members to authorized representatives (Simple copy + an authentic copy)
4.
Passport or ID card of authorized representative (Simple copy + an authentic copy)
C. Additional documents required if an authorized staff submits the application
1.
Letter of authorization (original)
2.
Passport or Vietnamese ID card of authorized person (Simple copy)
1) It is required that 5 sets of dossier, including at least one original set to be submitted if company conversion is done at the same time with company re-registration. If approval and consultation must be obtained from the Prime Minister or other national agencies or ministries, 10 sets of dossier, including at least one original set, is required.
2) If the new members are foreign entities, consular legalization must be obtained for authenticated copies of certificate of corporate registration and company charter or other equivalent documents in accordance with current regulations and the legalization must not exceed three months by the time of application
3) The original certificate of corporate registration of the old company or other equivalent documents must be turned in on collection of the new certificate
Time frame
1. If consultation with Ministries and other departments is not required, the Department will consider and issue a new Certificate of Investment within 15 working days after the receipt of sufficient and efficient application documentation.<
2. If consultation with Ministries and other departments is required, the Department will consider and issue a new Certificate of Investment within 45 working days after the receipt of sufficient and efficient application documentation.
Waiting time in queue:
Min. 5mn - Max. 10mn
Attention at counter:
Min. 20mn - Max. 30mn
Waiting time until next step:
Min. 10 days - Max. 15 days
Legal justification
1.
Law No. 59/2005/QH11 on investment dated 29/11/2005 by National Assembly on Investment
Article 88
2.
Law on Enterprise No.60/2005/QH11 dated 29/11/2005 by the National Assembly No.11
articles 19.3, 22, 23
3.
Law 37/2013/QH13 dated 20/06/2013 by the National Assembly No.13 amending and supplementing Article 170 of the Law on Enterprise
Article 1
4.
Decree 108/2006/ND-CP dated 22/09/2006 by the Government specifying and guiding the implementation of a number of provisions of the Law on Investment
Article 86
5.
Decree 43/2010/ND-CP dated 15/0402010 by the Government regarding corporation registration.
articles 23, 24
6.
Decree 05/2013/ND-CP dated 09/01/2013 by the Government, amending and supplementing some provisions in the regulations of administrative procedures of Decree 43/2010/ND-CP dated 15/04/2010 by the Government re business registration
articles 1.1, 1.2
7.
Decree 194/2013/ND-CP dated 21/11/2013 by the Government regarding re-registration, conversion of foreign-investment corporations and renewal of investment certificates of BCC projects
articles 11, 12
8.
Circular 01/2013/TT-BKH dated 21/01/2013 by the Ministry of Planning and Investment providing guidelines for corporation registration
Article 9
Who certified this information ?
Bay NGUYEN, Director,
18/05/2015
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