1. Dossier and procedures for establishing a two-member limited liability company based on the conversion of a household business
Where a household business wishes to convert its operations into the model of a two-member limited liability company, it must carry out the conversion procedures prescribed in Clause 1, Article 27 of Decree No. 168/2025/ND-CP, as follows:
Registration for enterprise establishment based on conversion from a household business
- The household business shall submit an application dossier for enterprise registration to the provincial-level business registration authority of the locality where the enterprise’s head office is intended to be located.
- The application dossier includes:
- A copy of the Certificate of Household Business Registration.
- The dossier for enterprise establishment registration as prescribed in Article 24 of Decree No. 168/2025/ND-CP (depending on the type of enterprise selected by the household business), which does not include a copy of the Investment Registration Certificate.
Specifically, if the household business is converted into a two-member limited liability company, the dossier shall include:
- An application for enterprise registration.
- The company charter.
- The list of members; the list of beneficial owners of the enterprise (if any).
- Copies of the following documents:
+ Legal documents of individuals in respect of members who are individuals and the legal representative;
+ Legal documents of organizations in respect of members that are organizations, and the document appointing an authorized representative; legal documents of individuals in respect of the authorized representative of organizational members.
In the case of members that are foreign organizations, copies of the legal documents of such organizations must be consularly legalized;
+ The Investment Registration Certificate in respect of foreign investors, in accordance with the Law on Investment 2020.
Note: Where the owner, members being individuals, the legal representative, or the authorized representative of the owner or organizational members declare their personal identification numbers in accordance with Clause 1, Article 11 of Decree No. 168/2025/ND-CP, the enterprise registration dossier is not required to include copies of the legal documents of such individuals.
In cases where the enterprise converted from a household business has foreign investors or economic organizations with foreign investment capital participating in capital contribution, purchase of shares, or purchase of capital contributions that fall under the requirement to carry out procedures for registration of capital contribution, share purchase, or capital contribution purchase in accordance with the Law on Investment 2020, the dossier must include a copy of the written approval issued by the investment registration authority regarding the capital contribution, share purchase, or capital contribution purchase by the foreign investor or economic organization with foreign investment capital.
2. Termination of household business operations after conversion
Clause 2, Article 27 of Decree No. 168/2025/ND-CP provides for the termination of household business operations after conversion as follows:
After the enterprise is granted the Enterprise Registration Certificate, the termination of the household business operations shall be carried out as follows:
- Within 02 working days from the date of issuance of the Enterprise Registration Certificate, the provincial-level business registration authority shall send information on the establishment of the enterprise to the commune-level business registration authority where the household business’s head office is located.
- The commune-level business registration authority shall send information on the termination of the household business’s operations to the tax authority and issue a notice that the household business is carrying out procedures for termination of operations on the National Enterprise Registration Portal, and shall change the legal status of the household business to the status of “undergoing termination procedures.”
The tax authority is responsible for sending information to the commune-level business registration authority once the household business has fulfilled its tax obligations. Within 03 working days from the date of receipt of the information from the tax authority confirming that the household business has fulfilled its tax obligations, the commune-level business registration authority shall change the legal status of the household business to “terminated” in the Household Business Registration Database.
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