Procedures for converting business types in Vietnam

Converting the type of business is a strategic step in restructuring a company to better align with its scale, operations, and long-term development goals. In some situations, such as when a business fails to maintain the minimum number of members required by law, conversion becomes not only beneficial but mandatory to avoid forced dissolution. In this article, Viet An Law provides a comprehensive overview of the current legal framework and step-by-step procedures for converting business types in Vietnam, helping enterprises ensure smooth and compliant transitions in their corporate structure.

Legal basis for converting business types in Vietnam

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

Questions related to business type conversion procedures

Can a limited liability company convert into a joint stock company and vice versa?

Yes. According to the provisions of the Enterprise Law and Decree 168/2025/ND-CP on business registration, a limited liability company can completely convert into a joint stock company and vice versa.

Can a business household convert into a limited liability company or a joint stock company?

Yes. According to Article 27 of Decree 168/2025/ND-CP on business registration, a business household can convert into a limited liability company or a joint stock company without any restrictions.

When converting the business type, will the business registration number change?

No. The enterprise code, when converting the type of enterprise, will remain the same as the old code of the enterprise before the conversion. The enterprise code of the business household converting to an enterprise is taken from the tax code of the business household.

When converting a company type, do I need to confirm tax obligations or settle any outstanding taxes?

No, because the newly converted enterprise still inherits all rights and obligations of the enterprise before the conversion.

When converting business type, do I have to reissue value-added tax invoices?

No, businesses only need to notify the tax authorities of changes to business information.

Forms of business type conversion in Vietnam

Forms of business type conversion

Converting private enterprises into partnerships, limited liability companies, and joint stock companies

• The converted enterprise must meet all the conditions of that type of enterprise.
• The owner of a private enterprise or the legal heir commits in writing to take personal responsibility with all of his/her assets for all unpaid debts and commits to pay the full amount of debt when due;
• The owner of the private enterprise or the legal heir has a written agreement with the parties to the unliquidated contracts that the converted company will take over and continue to perform those contracts.
• The owner of a private enterprise or the legal heir has a written commitment or agreement with other capital contributors on receiving and using the existing labour of the private enterprise.

Converting from a single-member LLC to an LLC with multiple members

If the owner of a single-member LLC transfers part of the charter capital to one or more other individuals and accepts new capital contributions from these individuals.

Converting from LLC to JSC and vice versa

Case of converting a joint stock company into a single-member LLC

• A shareholder receives the transfer of all corresponding shares of all remaining shareholders;
• An organisation or individual that is not a shareholder receives the transfer of all shares of all shareholders of the company.
• The company has only 01 shareholder left.

Case of converting a joint stock company into a multiple-member LLC

• Convert into a multiple-member LLC without raising additional capital or transferring shares to other organisations or individuals;
• Convert into a multiple-member LLC and simultaneously mobilise other organisations and individuals to contribute capital;
• Convert into a multiple-member LLC and simultaneously transfer all or part of the shares to other organisations or individuals contributing capital;
• The company has only 02 shareholders left.
• Combine methods.

In case of conversion from LLC to JSC

A limited liability company can be converted into a joint stock company through the following methods:

• Converting into a joint stock company without mobilising other organisations or individuals to contribute capital, without selling capital contributions to other organisations or individuals;
• Convert into a joint stock company by mobilising additional capital contributions from other organisations and individuals;
• Convert into a joint stock company by selling all or part of the capital contribution to one or several other organisations or individuals; or
• Combine different methods to ensure that the minimum number of shareholders of a joint stock company is three shareholders.

Conversion from a single-member LLC that is an organisation to a single-member LLC that is an individual

Only applied in case the organisation transfers all charter capital to another individual.

Convert from a business household to an enterprise

Registration for the establishment of an enterprise based on conversion from a business household is carried out at the provincial business registration office where the enterprise intends to locate its head office.

According to Article 27 of Decree 168/2025/ND-CP, the dossier for registration of the establishment of an enterprise based on conversion from a business household includes a copy of the business registration certificate and documents corresponding to each type of enterprise, which does not include a copy of the Investment Registration Certificate.

Accordingly:

• Within 02 working days from the date of issuance of the Enterprise Registration Certificate (ERC), the provincial-level Business Registration Authority shall send information on the establishment of an enterprise based on the conversion from a business household to the commune-level Business Registration Authority where the business household is headquartered;
• The commune-level business registration authority is responsible for notifying the tax authority about the termination of the business household’s operations. At the same time, it must publish a notice on the National Business Registration Information Portal stating that the business household is undergoing termination procedures, and update the legal status of the business household to reflect this process.
• A business household is not allowed to operate from the time the enterprise converts from a business household and is granted a Business Registration

Some notes for procedures for converting business types in Vietnam

• There are no regulations on joint stock companies and limited liability companies converting into private enterprises, so this conversion cannot be done.
• A company with 2 or fewer members cannot be converted into a joint stock company.
• A company wishing to change to another type must prove that it meets the conditions of that type as prescribed by law.

Procedure: According to the provisions of the Enterprise Law, when converting a specific type of enterprise, enterprises must prepare documents to convert the specific type of enterprise and carry out the procedures for registration of changes at the business registration office where the enterprise is headquartered.

Business types conversion dossier under the Vietnam Enterprise Law

• Business registration application form (according to the form);
• Written decision on the conversion of business type:
  • Company owner (for single-member LLC)
  • Board of members of the company (for LLCs with multiple members)
  • General meeting of shareholders (for joint stock companies)
• Company charter;
• List of members (for LLCs with multiple members and joint stock companies);
• List of beneficial owners of the enterprise (if any);
• Certified copy of Investment Certificate or Investment License;
• Documents proving the legal status of the new investor;
• Power of Attorney;

Attached are some documents:

• In case of converting private enterprises into partnerships, limited liability companies, or joint stock companies.
• Written commitment of the private enterprise owner to take personal responsibility with all of his/her assets for all unpaid debts and to pay the full amount of debt when due;
• Written agreement of the private enterprise owner with the parties to the unliquidated contracts on the converted company taking over and continuing to perform such contracts;
• Written commitment or written agreement of the private enterprise owner with other capital contributors on receiving and using the existing labour of the private enterprise;
• Transfer contract or documents proving completion of the transfer in case of capital transfer of a private enterprise; Donation contract in case of capital donation of a private enterprise; Copy of document confirms the legal inheritance rights of the heir in case of inheritance according to the provisions of law.

In case of conversion from a single-member LLC to an LLC with multiple members

• Transfer contract (with supporting documents) or documents confirming the donation or giving a part of the company’s ownership in case the owner transfers or gives part of the company’s ownership to one or more other individuals.
• Decision of the company owner on raising additional capital, if the owner raises additional capital from one or more other individuals

In case of conversion from a multiple-member limited liability company to a single-member limited liability company

• Contract for transfer of capital contribution and supporting documents;
• Resolution, decision, and copy of minutes of meeting of the Board of Members of a limited liability company with multiple members on converting operations to a single-member limited liability company;

In case of conversion from a joint stock company to a limited liability company and vice versa

• Contract for transfer of capital contribution and supporting documents, or investment capital contribution agreement
• Resolution, decision of the company owner for a single-member limited liability company or resolution, decision, and copy of the minutes of the meeting of the Board of Members for a multiple-member limited liability company or without resolution and copy of the minutes of the meeting of the General Meeting of Shareholders for a joint stock company on company conversion;
• Documents confirming the capital contribution of new members and shareholders.

Time to process procedures for converting business types

03 working days from the date the Business Registration Office – Department of Finance receives complete and valid documents.

When converting the business type, will the business registration number change?

When converting a business type, the business code when converting the business type will remain the same as the old code of the business before the conversion. In the case of converting a business household into an enterprise, the enterprise will be granted a new code according to the Business Registration Certificate, and the old tax code of the business household will be terminated and will continue to be used as the personal tax code of the business owner.

Some notes for the case of converting a business household into an enterprise from January 1st, 2026

• According to Resolution 68-NQ/TW, effective from January 1st, 2026, the lump-sum tax regime for business households will be officially abolished. It will be replaced by a declaration-báed tã calculation method, similar to that applied to enterprises, where tax is calculated based on actual revenue. As a result, business households are encouraged to convert to enterprises to be eligible for tax deductions and expense declarations, aligning with the new tax administration system.
• Under Article 16 of the Law on Support for Small and Medium Enterprises 2017, business households that convert to small and medium enterprises if they meet the following conditions: having been granted a certificate of business household registration and having continuous production and business activities for at least 01 year from the date of being granted the first certificate of business registration will enjoy the following incentives:
• Get free advice and guidance on documents and procedures for business establishment.
• Exemption from business registration fees, fees for providing initial business information, evaluation fees, fees, and first-time business licensing fees for conditional business lines and professions;
• Exempted from business license fees for 03 years from the date of first issuance of the business registration certificate;
• Receive free consultation and guidance on tax administrative procedures and accounting regimes within 03 years from the date of first issuance of the business registration certificate;
• Exemption or reduction of corporate income tax for a limited period;
• Exemption or reduction of land use fees for a limited period.

Consulting service on business type conversion procedures of Viet An Law

Business type conversion consulting service of Viet An Law

• Consulting on conditions and cases of converting business types;
• Consulting on choosing the type of business conversion suitable for the needs, conditions, and actual situation of the business;
• Draft and complete documents for converting business types depending on each case.
• Representing clients, conducting procedures for converting business types at the business registration office;
• Legal advice on tax after converting the business type.
• Consulting on post-conversion procedures such as sub-licenses, accounting, intellectual property, etc.

If you need to implement procedures for converting business types in Vietnam, please contact Viet An Law Firm for detailed support!