Company conversion in Vietnam lets an existing company change its legal form, for example from a limited liability company (LLC) to a joint-stock company (JSC) or back, without dissolving and starting again. The converted company automatically takes over the predecessor's lawful rights and interests and is liable for its debts, tax debts included, its employment contracts and its other obligations (Articles 202(4), 203(4) and 204(3) of the Law on Enterprises 59/2020/QH14). The company files with the provincial business registration office under the Department of Finance within 10 or 15 days depending on the route (a private enterprise has no deadline), and the office issues the new Enterprise Registration Certificate (ERC) within 3 working days of receiving the file.
The document lists for each route are in Article 26 of Decree 168/2025/ND-CP. On tax finalisation, the short answer is that a conversion is not one of the events that trigger a 45-day finalisation return under Decree 252/2026/ND-CP, but the books still have to be closed and financial statements drawn up at the conversion date, and any unpaid tax passes to the converted company. A foreign-invested company adds two steps: registering the foreign contribution before the conversion where required, and adjusting the investment project after it.
On sources: Law 76/2025/QH15 amended many articles of the Law on Enterprises from 1 July 2025 but not Articles 202 to 205; Decree 296/2026/ND-CP (in force from 23 July 2026) did not touch Articles 26 and 27 of Decree 168 but changed the rules on proxies and copies. The tax points follow the Law on Tax Administration 108/2025/QH15 and Decree 252/2026/ND-CP, both in force from 1 July 2026. Many guides still quote Decree 126/2020/ND-CP, which Decree 252 replaced (Article 74(3)(a)). This article does not cover the equitisation of state-owned enterprises.
What counts as company conversion in Vietnam?#
The Law on Enterprises treats conversion as one form of reorganisation (Article 4(31)) and names four routes in Articles 202 to 205: LLC to JSC; JSC to single-member LLC; JSC to LLC with two or more members; and private enterprise to LLC, JSC or partnership. Moving between a single-member LLC and a multi-member LLC is described differently: the company must "organise its management under the corresponding type" and register (or notify) a change of enterprise registration details (Articles 78(1), 87(2)(a) and 52(3)). Decree 168 still files these under conversion (Article 26(2) to (4)). The label matters because it decides the deadline and the penalty regime.
The company keeps its number. The enterprise code is also the tax code, lasts for the life of the enterprise (Article 8(1) and (2) of Decree 168) and doubles as the social insurance unit code (Article 8(10)). What changes is the name, since the company type is part of a Vietnamese company name (Article 37(1) and (2) of the Law on Enterprises), along with the charter, the management structure and the ERC. A JSC that is a subsidiary of a foreign group therefore stays the same taxpayer and employer after it becomes an LLC.
Company conversion in Vietnam: which route applies?#
| From → to | Typical trigger | Filing deadline | File (Decree 168) | Headcount after |
|---|---|---|---|---|
| Single-member LLC → LLC with 2+ members | Owner sells or gifts part of the capital, admits a new member, or capital passes to several heirs | 10 days from completing the deal or the settlement of the inheritance (Article 78(1) and (3); Article 87(2)(a)) | Article 26(2) | 2 to 50 members (Article 46(1)) |
| LLC with 2+ members → single-member LLC | Transfers or capital changes leave one member | 15 days from completing the transfer (Article 52(3)) | Article 26(3) or (4) | 1 owner |
| LLC → JSC | As is, new contributors, sale of capital, or a mix (Article 202(2)) | 10 days from completing the conversion (Article 202(3)) | Article 26(5) | at least 3 shareholders (Article 111(1)(b)) |
| JSC → single-member LLC | One person buys all shares, or only one shareholder is left (Article 203(1)) | 15 days (Article 203(3)) | Article 26(3) or (4) | 1 owner |
| JSC → LLC with 2+ members | As is, new contributors, share transfers, or only two shareholders left (Article 204(1)) | 10 days (Article 204(2)) | Article 26(3) or (5) | 2 to 50 members |
Two consequences of company conversion in Vietnam are easy to miss. A single-member LLC can convert an LLC into a JSC in one step when it raises capital from others (Article 87(2)(b)), but it needs at least three shareholders afterwards, so the parent cannot convert "as is"; it has to sell part of its capital or bring in contributors. And two clocks can run at once: a JSC left with one shareholder must file its conversion within 15 days (Article 203(3)), while a company that stays below the minimum number of members or shareholders for six consecutive months without converting falls into a dissolution case (Article 207(1)(c), as amended by Article 1(23) of Law 76/2025/QH15; see company dissolution in Vietnam). The six-month window does not replace the 15-day deadline.
The other routes are mainly for Vietnamese owners. A private enterprise can convert into an LLC, JSC or partnership if the owner undertakes in writing to remain personally liable with all assets for unpaid debts, agrees in writing with counterparties to unfinished contracts that the company takes them over, and commits to taking on the existing workforce (Article 205(1)); the owner stays personally liable for debts incurred before the new ERC (Article 205(3)). A household business becoming an enterprise is a new registration under Article 27 of Decree 168, not a conversion: the household's tax code is the head's personal identification number (Article 11(1) of the Law on Tax Administration 108/2025/QH15), and the enterprise receives its own code (Article 8(1) of Decree 168).
Who approves a company conversion in Vietnam?#
| Current form | Decision maker | Majority (unless the charter says otherwise) | Basis |
|---|---|---|---|
| LLC with 2+ members | Members' Council, voting at a meeting | At least 75% of the capital of the members present | Article 55(2)(l); Article 59(2)(dd) and (3)(b) |
| Single-member LLC | The owner | One decision | Article 76(1)(m) and (2) |
| JSC | General Meeting of Shareholders, voting at a meeting | At least 65% of the votes of the shareholders attending and voting | Article 138(2)(i); Article 147(2)(g); Article 148(1)(dd), as amended by Law 03/2022/QH15 |
Meeting papers on a reorganisation must reach LLC members at least 7 working days before the meeting (Article 57(5)). The resolution should approve the conversion plan, the new charter and the new managers together (see the handbook on the company charter).
Members or shareholders who vote against have an exit right. An LLC member may ask the company to buy back its contribution within 15 days of the resolution, and the company buys within 15 days if it can still pay its debts afterwards (Article 51); a JSC shareholder asks within 10 days and the company buys within 90 days (Article 132). Budget for this in a joint venture where the local partner is not on board. When a JSC becomes a single-member LLC, the transfer price must be the market price or a price set by the asset, discounted cash flow or another method (Article 203(2); for unlisted shares the market price is defined in Article 4(14)(b) as amended by Law 76/2025/QH15).
Company conversion in Vietnam: what goes into the file?#
Each file is built on the incorporation file of the target form (Article 24 of Decree 168, referring to Articles 21 and 22 of the Law on Enterprises): the registration application, the charter, the list of members or of shareholders, the list of beneficial owners where there is one (Articles 21(3) and 22(3), as amended by Article 1(8) and (9) of Law 76/2025/QH15) and copies of identity and legal-status documents. Article 26 then removes or adds items per route, and allows a conversion to be filed together with other changes, such as a new proper name, business lines or legal representative, in one file (Article 26(6)).
Single-member to multi-member LLC (Article 26(2)). The LLC documents in Article 24(3), without a copy of the Investment Registration Certificate (IRC), plus whatever shows how the new member came in: the transfer contract or proof the transfer was completed, the gift contract, proof of inheritance, a merger contract, or the owner's decision to raise capital with proof the new member paid. Count the 10 days from completion, not signing (Article 78(1)). The sale itself is covered in transfer of capital contribution in Vietnam and new money in increase charter capital in Vietnam.
Multi-member to single-member LLC (Article 26(3) and (4)). This reverses the single-member to multi-member LLC route. If the company is down to one member because only that member paid its committed capital, the file is the Article 24(3) documents without the IRC copy (and without a members' list, which a single-member LLC does not have). Otherwise add the transfer, gift, inheritance, merger, consolidation or buy-back documents. The deadline is 15 days (Article 52(3)), not 10.
LLC to JSC (Article 26(5)). To convert an LLC into a JSC, file the JSC documents in Article 24(4), without the IRC copy and without a list of founding shareholders if there are none, plus the transfer, gift, inheritance, merger, buy-back or new-contribution documents that fit the plan. A JSC converted from an LLC need not have founding shareholders; its charter is then signed by the legal representative or the ordinary shareholders (Article 120(1)), and in our reading the three-year transfer restriction on founding shareholders (Article 120(3)) does not arise. Article 26(5) does not list the conversion resolution itself, and the office may not ask for documents beyond those the law lists (Article 9(2) of Decree 168); the company still needs a valid resolution and should keep it ready. The law does not define "completion of the conversion" for the 10-day deadline (Article 202(3)); the natural reading is the last step of the plan, such as payment for the new shares or completion of the transfer, but filing early removes the argument. Afterwards the company opens its shareholder register (Article 122); later sales follow share transfer in a joint-stock company.
JSC to LLC (Article 26(3), (4) or (5)). For a JSC to LLC move, the clause depends on the reason. If only one shareholder (to a single-member LLC) or only two shareholders (to a two-member LLC) paid their committed capital, use Article 26(3). A move to a single-member LLC through a transfer, gift, inheritance, merger, consolidation or share buy-back uses Article 26(4). Other moves to a multi-member LLC use Article 26(5). After conversion the LLC's members appear on the ERC itself (Article 28(3) of the Law on Enterprises), so every later change of member is a registration, not just an entry in a register.
How long does company conversion in Vietnam take?#
For company conversion in Vietnam the registration office has 3 working days from receipt (Articles 202(3), 203(3), 204(2) and 205(2)). The company's own steps usually take longer: meeting papers, the resolution, the buy-back window for dissenters, closing the transfer or the contribution and, for a foreign-invested company, the capital contribution registration before and the project adjustment after. We do not quote an all-in timeframe because it depends on those internal steps.
Three changes from Decree 296/2026/ND-CP slow files down if missed:
- Electronic authentication of proxies. Where the filing changes the legal representative, the owner, LLC members, founding shareholders or foreign shareholders, the person granting and the person receiving the power of attorney must authenticate electronically; without an electronic identity account, attach a copy of the grantor's ID card or passport (Article 12(5) of Decree 168, as amended by Article 2 of Decree 296). Foreign parents filing through a local agent should plan for this.
- No resubmitting what the system already holds. The office retrieves the ERC, the IRC and the investment authority's approval of the foreign contribution from the databases and may not ask for copies; if retrieval fails, the company supplies them (Article 4(7), added by Article 1(2) of Decree 296).
- Foreign documents. Vietnamese translations need a certified translator's signature (Article 10(2) of Decree 168; Article 19(1) of Decree 296). From 11 September 2026, public documents bearing an Apostille are exempt from consular legalisation within the scope of Decree 293/2026/ND-CP (Article 25(2) and (3), Article 34).
If the conversion also changes the legal representative, the application is signed by the chair of the members' council, the company chair or the chair of the board of the converted company (Article 26(6)); see change of legal representative.
Penalties: a move between single-member and multi-member LLC is a registration of changes, so late filing falls under Article 44 of Decree 122/2021/ND-CP as amended by Article 2 of Decree 288/2026/ND-CP: a warning for 1 to 10 days late, then VND 10 to 20 million (11 to 30 days), VND 30 to 40 million (31 to 90 days) and VND 50 to 60 million (91 days or more), and VND 30 to 70 million for not registering. Article 44 does not name conversion filings under Articles 202 to 204, so applying it there is an open reading; the clearer risk is dissolution under Article 207.
Is tax finalisation required on company conversion in Vietnam?#
Under the rules in force since 1 July 2026, the answer on tax finalisation for company conversion in Vietnam has four parts.
- No separate finalisation deadline. A finalisation return is due by the last day of the third month after the end of the finalisation period, or by the 45th day after a decision on termination, dissolution, bankruptcy, contract termination, equitisation of a state-owned enterprise, division, separation, merger or consolidation (Article 10(5)(a) and (b) of Decree 252/2026/ND-CP). Conversion is not on the list in point (b), so in our reading the converted company files the annual finalisation covering the period before and after the conversion. Circular 89/2026/TT-BTC on tax filing, also in force from 1 July 2026, is a long scanned text we have not reviewed in full; a company under tax audit should confirm with its tax office.
- Tax must be settled or inherited. The company being converted must complete its tax payments and tax-file obligations before converting; anything outstanding passes to the converted company (Article 17(2)(c) of the Law on Tax Administration 108/2025/QH15), including tax payable, deductible VAT and overpaid tax, from the date of the new ERC (Article 27(2) of Decree 252). Reorganisation does not change tax payment deadlines (Article 17(2)(d)).
- The books are closed anyway. Under the Law on Accounting (consolidated text 41/VBHN-VPQH of 16 March 2026), the last accounting period of the converting entity ends the day before the conversion decision takes effect (Article 12(3)); the entity takes stock of its assets (Article 40(2)(c)), closes its books, prepares financial statements and hands over by minutes, and the converted entity opens new books from those minutes (Article 47).
- Incentives and losses. A company formed through conversion inherits corporate income tax incentives, including unused tax losses, if it still meets the conditions (Article 12(5) of the Law on Corporate Income Tax 67/2025/QH15), but cannot claim new-investment-project incentives on the strength of the conversion (Article 18(1)). Conversion also puts the company in the high-risk group the tax authority may audit on site, at most once a year (Article 22(3)(a) and (c) of the Law on Tax Administration).
Tax on the deals that come with a conversion, such as selling capital or shares to reach three shareholders, is the seller's matter: see capital transfer tax for individuals and corporate income tax on capital transfers for corporate sellers. Tax registration runs with business registration through a single window (Article 10(2) of the Law on Tax Administration), so in our reading the new name reaches the tax records through the conversion filing itself.
After the new ERC: contracts, staff, seal, invoices#
- Contracts. They carry over without re-signing; notify counterparties, banks and licensing authorities of the new name, and check major contracts and loan agreements for change-of-form or change-of-control clauses before the resolution.
- Employees. If the conversion affects the jobs of many employees, the employer must prepare a labour usage plan under Article 44, which the current and the successor employer both implement (Article 43(1) and (2) of the Labour Code); the successor employer and the employee representative organisation may negotiate whether to continue, amend or replace the collective agreement (Article 80(1)).
- Seal. The company decides the form and content of its seal (Article 43(2) of the Law on Enterprises); a seal showing "TNHH" or "co phan" in the name should be replaced.
- Invoices and bank accounts. The tax code stays, but the seller's name on e-invoices changes; update the e-invoice details with the tax authority and the invoice provider before issuing under the new name (the invoice rules themselves are not covered here), and update the bank's account records.
- Beneficial owners. Companies registered before 1 July 2025 add beneficial ownership information at their next registration change (Article 3(1) of Law 76/2025/QH15), so the conversion file is usually where it happens; see beneficial owner in Vietnam.
- Sector licences issued in the old name need updating under the relevant sector law; so does the company name in privacy notices and data processing agreements.
Company conversion in Vietnam for foreign-invested companies#
For a foreign-invested company, company conversion in Vietnam runs in this order: register the foreign contribution where required, register the conversion, then the IRC adjustment.
Before: capital contribution registration. Conversions often come with a foreign investor buying capital or shares or contributing new money. If the deal falls within one of the three cases in Article 21(3) of the Law on Investment 143/2025/QH15 (foreign ownership rising in a business line with conditional market access for foreign investors; foreign ownership going above 50% of charter capital, or increasing once above 50%; a target holding land on islands, in border or coastal areas or other areas affecting defence or security), the investor registers first and the approval goes into the conversion file (Article 26(1)(dd), (2)(b), (3)(b), (4)(b) and (5)(c) of Decree 168). See foreign investors buying shares or capital.
After: project adjustment. The converted company inherits the rights and obligations attached to the investment project (Article 60(1) of Decree 96/2026/ND-CP). Once the reorganisation is complete, the investor files a request to adjust the project with the converted company's legal-status documents, the reorganisation resolution dealing with the project's assets, rights and obligations, explanations where needed and a copy of the IRC (Article 60(2)). A project with an IRC that does not need an amended investment policy approval goes through Article 56 (Article 60(5)): 3 working days for a change of investor name only (Article 56(1)), 7 working days for other changes (Article 56(2)). The decree does not say whether a conversion that only changes the name qualifies for the 3-day track, so ask the investment registration authority. Changes listed in Article 33(3) of the Law on Investment require an amended investment policy approval (Article 60(3)) or an amended investor approval (Article 60(4)). The IRC steps are set out in IRC amendment procedure in Vietnam.
A converted company with foreign members or shareholders must meet the conditions in Article 21(2) of the Law on Investment, including market access (Article 60(6)). Background: what is an FDI company and the IRC.
LexData's corporate restructuring service covers company conversion end to end: choosing the route, drafting the resolution, new charter and labour plan, filing with the business registration office and, for foreign-invested companies, the capital contribution registration and IRC adjustment.
