Checklist: Converting an FDI Company's Type — from LLC to JSC and Back
Converting an enterprise's legal form — from a limited liability company to a joint stock company (or the reverse) — is a common move for FDI companies: raising capital from new investors, preparing for listing, or restructuring ownership among foreign shareholders. The procedure looks simple on paper, but for an FDI company it triggers a compliance "combo": business registration, IRC amendment, beneficial-owner declaration, tax updates — miss one link and the dossier stalls.
This is a 12-item checklist, each with an explanation of why it matters and how to do it, written for in-house legal/compliance teams of FDI companies.
Contents
- 1. Who this checklist is for
- 2. Detailed checklist
- 3. Common mistakes
- 4. After completing the checklist
- 5. FAQ
1. Who this checklist is for
This checklist is for foreign-invested companies operating in Vietnam with an issued Investment Registration Certificate that plan to convert between: single-member LLC ↔ multi-member LLC ↔ joint stock company.
Foundational principle: conversion changes the organizational form, not the enterprise itself. The company keeps its enterprise code and inherits all rights and obligations of the prior form — signed contracts, tax debts, bank loans, employee obligations, and the investment project recorded on the IRC. Every step below flows from this principle.
Tick ☐ each item as completed. The order follows the practical sequence.
2. Detailed checklist
Item 1: Determine the conversion direction and check the target form's conditions ☐
Each form has member/shareholder thresholds: a JSC needs at least 3 shareholders; a multi-member LLC needs 2 to 50 members; a single-member LLC has one owner. A single-member foreign-owned LLC becoming a JSC must therefore add at least two shareholders — typically via a partial equity transfer to new investors or a concurrent share issuance. Conversely, a JSC with hundreds of shareholders converting to a multi-member LLC must solve a share buyback so membership stays within 50. Until the post-conversion ownership is settled, nothing else can proceed.
Item 2: Review market-access conditions of your business lines ☐
Conversion does not erase investment conditions, but some conditional business lines for foreign investors attach to a specific form of economic organization (e.g., joint-venture requirements or foreign ownership caps under WTO commitments and sectoral laws). Before converting, cross-check the current conditional business-line list against the planned post-conversion ownership. If conversion changes the foreign ownership ratio or the joint-venture structure, an M&A approval for the foreign investor's share acquisition may be triggered.
Item 3: Adopt the conversion resolution through the proper authority ☐
The deciding body depends on the current form: the owner (single-member LLC), the Members' Council (multi-member LLC), or the General Meeting of Shareholders (JSC). The resolution must state: the target form, how capital converts (unchanged, increased, or decreased), how dissenting members/shareholders are treated, and who is authorized to handle procedures. This document is mandatory in the registration dossier — wrong authority is a common reason for rejection.
Item 4: Clear tax obligations up to the conversion date ☐
Conversion is not dissolution, so there is no "code-closing" tax finalization. However, the business registration and tax authorities share data — outstanding tax debts, missing filings, or an ongoing tax audit can stall the dossier. In practice: check tax-debt status, file all returns due to date, and prepare explanations for data discrepancies. The Tax Administration Law 108/2025 (effective 1/7/2026) continues to tighten truthful-declaration duties when registration information changes.
Item 5: Prepare the conversion dossier for the business registration authority ☐
The dossier follows Decree 168/2025/ND-CP on enterprise registration (effective 1/7/2025). Core components: the enterprise registration application for the new form, the new-form company charter, the conversion resolution (Item 3), the member/shareholder list of the new form, and legal papers of the representative. Note: a JSC charter and an LLC charter differ substantially (shares, Board of Directors, Board of Supervisors) — the old charter cannot simply be copied over.
Item 6: File and receive the new Enterprise Registration Certificate ☐
File with the Business Registration Office — the provincial Department of Finance where the head office sits. Statutory processing time is 3 working days from receipt of a complete, valid dossier. Once the new certificate issues, the company officially operates under the new form — but for an FDI company this is only halfway, because the IRC amendment (Item 7) remains.
Item 7: Amend the Investment Registration Certificate (IRC) ☐
The most commonly skipped step. Converting changes the "form of the economic organization implementing the investment project" recorded on the IRC, which requires an investment project amendment under the Investment Law 143/2025 (effective 1/3/2026) and Decree 96/2026/ND-CP (effective 31/3/2026; Articles 11–12 effective 1/7/2026). File with the investment registration authority that issued the IRC. Consequence of skipping: the IRC no longer matches the Enterprise Registration Certificate, exposing the company to non-compliance findings and blocking later procedures (capital adjustments, extensions, project transfers).
Item 8: Re-declare beneficial-owner information ☐
Since 1/7/2025, enterprises must declare beneficial-owner information at registration under the amended Enterprise Law 76/2025 and Decree 168/2025 (Article 17 sets the criteria, including the 25% charter-capital/voting-share threshold). Conversion often accompanies ownership changes — the moment to review and re-declare. Note: Decree 296/2026/ND-CP (effective 23/7/2026) revised the criteria, so check the latest rules at the time of filing.
Item 9: Update seals, digital signatures, e-invoices, and bank accounts ☐
After the new certificate issues: remake the seal (if the specimen shows the old form), update digital-signature certificates with the provider, update e-invoicing information, and notify the bank to refresh KYC files — critical for FDI companies because direct-investment capital accounts are foreign-exchange controlled, and mismatched information can cause the bank to reject transfers.
Item 10: Notify employees and review labor contracts ☐
Conversion does not terminate labor contracts — the employer inherits all rights and obligations. Still, employees must be notified of the form change; update the form reference in internal labor regulations and review any effective collective bargaining agreements. For FDI companies with foreign workers, check work permits if the employing unit's information needs updating.
Item 11: Notify counterparties, creditors, and sectoral regulators ☐
Send written notices to major partners, customers, creditors, and banks (with a copy of the new certificate). For contracts with change-of-control clauses or prior-consent requirements for organizational changes, obtain the other party's consent before converting. Also update sub-licenses (business licenses, eligibility certificates) where they record the enterprise form.
Item 12: Archive the dossier and run a post-conversion cross-check ☐
Assemble the complete file: conversion resolution, new charter, new Enterprise Registration Certificate, amended IRC, beneficial-owner declaration confirmation, seal/signature handover minutes. After 2–4 weeks, cross-check: the National Business Registration Portal shows the new form, the amended IRC matches, and bank accounts and invoicing are synchronized. This "closing" step catches discrepancies before they become administrative violations.
3. Common mistakes
Mistake 1 — Forgetting the IRC amendment. Updating only the Enterprise Registration Certificate without amending the investment project. The most serious and most common error for FDI companies.
Mistake 2 — Treating conversion as a new establishment. Filing a new-establishment dossier instead of a conversion dossier, getting a new tax code issued, then having to terminate the old one — avoidable trouble.
Mistake 3 — Ignoring member/shareholder thresholds. A single-member LLC "becoming" a JSC with one shareholder, or a JSC converting to an LLC with 60 members — rejected at intake.
Mistake 4 — Skipping the beneficial-owner declaration. Especially when conversion changes ownership structure — a duty in force since 1/7/2025 that many companies still overlook.
Mistake 5 — Missing change-of-control clauses. Discovering after conversion that a loan or major contract required prior consent — a contract breach.
4. After completing the checklist
With all 12 items ticked, the conversion is legally complete. Next is operating under the new form's governance: a JSC needs a General Meeting of Shareholders, a Board of Directors, and a Board of Supervisors (where mandatory); an LLC needs a functioning Members' Council. Remember the FDI project's periodic investment reporting continues under the amended IRC.
5. FAQ
Q: Does converting an FDI company's type require a new IRC?
A: Yes. The change in the implementing organization's form requires an investment project amendment and a re-issued IRC under the Investment Law 143/2025 (effective 1/3/2026) and Decree 96/2026/ND-CP.
Q: A single-member foreign-owned LLC wants to become a JSC — what shareholder conditions apply?
A: A JSC must have at least 3 shareholders, so the single-member LLC must bring in at least two more shareholders — via new investors or a capital split among existing holders.
Q: Does conversion terminate existing contracts?
A: No. The enterprise inherits all rights and obligations. Still, notify major counterparties, banks, and the tax authority in writing.
Q: Is a tax finalization required upon conversion?
A: No "code-closing" finalization as in dissolution. But clear tax debts and missing filings proactively so the dossier is not stalled.
Q: How long does the full process take?
A: About 3 working days for business registration once the dossier is valid, plus IRC amendment time. In practice, 3–6 weeks end to end.
When to work with a lawyer
Work with a lawyer when: the conversion involves foreign ownership changes (possible M&A approval); the project required investment-policy approval; there are internal disputes over the conversion plan; or you need a new charter and shareholders' agreement fit for the target form. FLAT Law Firm supports FDI companies through every step of type conversion — from internal resolutions to IRC amendment — contact our hotline 0988424851 for a tailored plan.
References
- Enterprise Law 59/2020/QH14; Law 76/2025/QH15 amending the Enterprise Law (passed 17/6/2025, effective 1/7/2025).
- Decree 168/2025/ND-CP on enterprise registration (effective 1/7/2025); Decree 296/2026/ND-CP amending Articles 17–18 of Decree 168/2025 (effective 23/7/2026).
- Investment Law 143/2025/QH15 (effective 1/3/2026); Decree 96/2026/ND-CP guiding the Investment Law (effective 31/3/2026).
- Tax Administration Law 108/2025/QH15 (effective 1/7/2026).
- Cross-checked via thuvienphapluat.vn and Ministry of Finance policy responses at drafting (28/9/2026).
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