Pursuant to clause 2, Article 26 of Decree No. 168/2025/ND-CP, the documents required to be prepared for the conversion of a one-member limited liability company into a multi-member limited liability company include those specified in clause 3, Article 24 of Decree No. 168/2025/ND-CP, excluding a copy of the Investment Registration Certificate. The dossier must also be accompanied by the following documents:

a) A transfer agreement or other documents evidencing the completion of the capital contribution transfer, in the case of a capital contribution transfer;

• A donation agreement, if the capital contribution is donated;
• A copy of the legal heir confirmation for the inheritor, in the case of inheritance under the law;
• A merger agreement, in the case of company merger;
• A copy or the original of the company owner’s resolution or decision on raising additional capital from other organizations or individuals, along with documents evidencing the new member’s capital contribution, in the case of raising capital from a new member;

b) A copy of the approval document issued by the Investment Registration Authority for capital contribution, share purchase, or capital stake purchase by a foreign investor or an economic organization with foreign investment, in cases where the procedure must comply with the Investment Law.

Pursuant to clause 4, Article 26 of Decree No. 168/2025/ND-CP, the documents required to be prepared for the conversion of a multi-member limited liability company or a joint-stock company into a one-member limited liability company include those specified in clause 3, Article 24 of Decree No. 168/2025/ND-CP, excluding a copy of the Investment Registration Certificate. The dossier must also be accompanied by the following documents:

a) A transfer agreement or other documents evidencing the completion of the share or capital contribution transfer, in the case of a share or capital contribution transfer;

• A donation agreement, if shares or capital contributions are donated;
• A copy of the legal heir confirmation for the inheritor, in the case of inheritance under the law;
• A merger or consolidation agreement, in the case of company merger or consolidation;
• A buy-back agreement, in the case where the company repurchases shares or capital contributions.

b) A copy of the approval document issued by the Investment Registration Authority for capital contribution, share purchase, or capital stake purchase by a foreign investor or an economic organization with foreign investment, in cases where the procedure must comply with the Investment Law.

When a business undergoes an entity type transformation, its tax code will not change. The enterprise code, which also serves as the tax code, is uniquely assigned to each business. This code remains valid throughout the entire lifecycle of the enterprise, from establishment to dissolution or cessation of operations.

The process of completing a business entity transformation typically takes 20–30 working days, depending on the time required for agreements and negotiations between the parties, as well as whether the client holds an Investment Registration Certificate.

The transformed business inherits all legal rights and obligations, including debts, contracts, and other responsibilities of the previous entity. In particular, for a sole proprietorship undergoing transformation, the proprietor must provide a written commitment to be personally liable with all of their assets for any outstanding debts.

Clause 6, Article 8 of Decree No. 126/2020/ND-CP stipulates that in cases of business entity transformation (excluding equitized state-owned enterprises), if the transforming business inherits all tax obligations of the original entity, it is not required to file a tax finalization statement up to the date of the decision on the entity transformation. The business will file its tax finalization at the end of the fiscal year.