A form conversion is a change-registration procedure, and its files are mostly rejected for very small errors: a member list not on the right form, a resolution missing mandatory contents, a new charter still carrying old-form clauses. This article lists the dossier under Decree 168/2025/ND-CP as a ready-to-use checklist, with the errors that get files rejected most.
The conversion dossier checklist under Decree 168/2025/ND-CP
The core file comprises: (1) the notification of change of enterprise registration contents on the prescribed form, stating the form change; (2) the resolution, decision and meeting minutes of the company’s power organ on the conversion — the general meeting for a joint stock company, the Members’ Council for a multi-member LLC, the owner for a single-member LLC — with the principal contents: conversion method, treatment of contributions or shares, labour-use plan, implementation timeline; (3) the amended charter of the new form; (4) the post-conversion member list (for an LLC) or shareholder list (for a joint stock company) on the prescribed form; (5) copies of legal documents of individual or organisational members, shareholders and the legal representative; and (6) for foreign investors, the Investment Registration Certificate adjustment file filed in parallel under investment procedure. The file goes to the provincial business registration authority where the enterprise is headquartered — formerly the Business Registration Office under the Department of Planning and Investment; after the 2025 apparatus rearrangement, in many localities it sits under the Department of Finance — and is filed via the National Business Registration Portal.
Processing time and the errors that get files rejected
The processing period for a change registration under the Decree 168/2025/ND-CP frame is three working days from receipt of a complete valid file; in practice the whole conversion round (with investment adjustment, tax, seal and bank updates) usually takes several weeks. The most common rejection errors: a conversion resolution missing one of the mandatory contents or signed without authority; a new charter still carrying old-form clauses (shares mentioned in an LLC charter); a member or shareholder list not matching the current register; converted contribution ratios not summing to 100% due to rounding; a missing investment adjustment for an FDI enterprise; and signatures or filing authorisations not on the right form. Every one of these is catchable in one pre-filing review round — far cheaper than a rejection and refiling round.
Frequently asked questions
What documents are needed to register a change of business type at the Department of Planning and Investment?
The file has six document groups: the notification of change of enterprise registration contents (stating the form change) on the prescribed form; the resolution, decision and meeting minutes of the company’s power organ on the conversion, containing the method, treatment of contributions or shares, labour plan and timeline; the new form’s charter; the post-conversion member or shareholder list on the prescribed form; copies of legal documents of members, shareholders and the legal representative; and, for FDI enterprises, the Investment Registration Certificate adjustment file under investment procedure. All follows the dossier frame of Decree 168/2025/ND-CP on enterprise registration.
Where can I get the template decision on changing the business type?
The conversion resolution and decision forms and the registration forms sit in the enterprise-registration form system issued with the Decree 168/2025/ND-CP frame and published on the National Business Registration Portal, where the enterprise downloads the current forms to complete. The resolution’s contents must themselves cover the mandatory conversion items (method, capital treatment, labour, timeline) — a form is only a formal frame and does not replace the enterprise’s own substantive contents.
Where do I submit the application and how long does approval take?
File at the provincial business registration authority where the enterprise’s head office sits — the Business Registration Office (formerly under the Department of Planning and Investment; after the 2025 apparatus rearrangement, in many localities under the Department of Finance) — via the National Business Registration Portal or in person per local guidance. The change-registration processing period is three working days from a valid file; the total real time for the whole conversion round including investment adjustment and post-registration updates is usually several weeks.
What common mistakes cause applications to change the business type to be returned?
The five commonest errors: (1) a conversion resolution missing mandatory contents or signed without authority; (2) a new charter still carrying old-form clauses; (3) a post-conversion member or shareholder list not matching the current register; (4) converted contribution ratios not summing to 100%; and (5) a missing Investment Registration Certificate adjustment for a foreign-invested enterprise. All five are avoidable with one cross-check of the file against the current registers before filing.
Conversion files are rarely rejected for a big problem — they are rejected for a mismatched list, a leftover clause, ratios summing 0.1% short. One cross-check round using this article’s checklist against the current registers is the best-value one-hour investment of the whole conversion.