Converting a sole proprietorship into a single-member limited liability company

A. PROFILE COMPOSITION.

  1. Application form for enterprise registration (Appendix I-2).
  2. Company’s charter.
  3. Copies of the following documents:

a) Legal documents of the enterprise’s legal representative;

b) Legal documents of the company’s owner (except for the State); Legal documents of the authorized representative and their letter of appointment.

If the company’s owner is a foreign organization, copies of legal documents of that organization must be consular legalized;

  1. Written commitment made by the sole proprietorship’s owner to be personally liable for all unpaid debts and paying them when they are due with all of his/her assets.
  2. Written agreement made between the sole proprietorship’s owner and contracting parties that the new company will take over and continue performing those contracts which are not completed yet.
  3. Written commitment or agreement made by sole proprietorship’s owner with other capital-contributing members to continue hiring the existing employees of the sole proprietorship.
  4. Contract for transfer of capital or documents proving the completion of such transfer; or the contract for donation of capital; or copy of the certificate of heir’s lawful inheritance rights.
  5. Written approval given by the foreign investment agency in case the capital contribution or purchase of stakes by foreign investors/foreign-invested economic organizations shall be registered in accordance with the Law on Investment.
  6. Power of attorney.
  • Quantity: 01 set.

B. SEQUENCE.

Within 03 working days from the receipt of the application, the business registration authority shall consider issuing the Enterprise Registration Certificate.

Please follow the link to get the procedure for REGISTRATION OF ESTABLISHMENT OF A SINGLE-MEMBER LIMITED LIABILITY COMPANY

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