Is it possible for a 1-member limited liability company to sell the entire Company to someone else?

Can a single-member limited liability company resell all of it to others?

Pursuant to Article 76 of the Law on Enterprises 2020 on the rights of the owner of a single-member limited liability company such as following:

“Article 76. Rights of company owners

1. Company owners who are organizations have the following rights:

a) Decide on the content of the company’s Charter, amend and supplement the company’s Charter;

b) Decide on the company’s development strategy and annual business plan;

c) Decide on the company’s organizational and management structure, appoint, dismiss, and dismiss managers and controllers of the company;

d) Decide on investment and development projects;

d) Decide on solutions for market development, marketing and technology;

e) Approve contracts for borrowing, lending, selling assets and other contracts prescribed by the company’s Charter with a value of 50% or more of the total asset value recorded in the company’s most recent financial report or another smaller ratio or value specified in the company’s Charter;

g) Approve the company’s financial statements;

h) Decision to increase the company’s charter capital; Transfer part or all of the company’s charter capital to other organizations or individuals; decision to issue bonds;

i) Decision to establish a subsidiary or contribute capital to another company;

k) Organize monitoring and evaluation of the company’s business activities;

l) Decide on the use of profits after completing tax obligations and other financial obligations of the company;

m) Decide to reorganize, dissolve and request bankruptcy of the company;

n) Recover the entire value of the company’s assets after the company completely dissolves or goes bankrupt;

o) Other rights according to the provisions of this Law and the company’s Charter.

2. The company owner is an individual with the rights specified in Points a, h, l, m, n and o, Clause 1 of this Article; decide on investment, business and internal management of the company, unless otherwise stipulated in the company charter.”

Thus, in your case as an individual owner of a 1-member Limited Liability Company, you do not have the right to resell the entire Company to others, but only have the right to transfer the entire charter capital of the Company to other organizations and individuals according to the provisions of Point h, Clause 1 and Clause 2, Article 76 of the Law on Enterprises 2020. Then you need to carry out the procedure to change the owner of the company.

What documents are required to change the owner of a single-member limited liability company?

To change the owner of a single-member limited liability company, it is necessary to prepare the documents as prescribed in Clauses 1 and 6, Article 53 of Decree 01/2021/ND-CP as follows: following:

“Article 53. Registration of change of owner of a single-member limited liability company

1. In case the company owner transfers the entire charter capital to an individual or an organization, the transferee must submit an application to change the business registration content to the Business Registration Office where the company’s headquarters is located. The dossier includes the following documents:

a) Notice of change of owner of a single-member limited liability company signed by the owner or legal representative of the old owner and the new owner or legal representative of the new owner;

b) A copy of the individual’s legal documents in case the transferee is an individual or a copy of the organization’s legal documents, a copy of the individual’s legal documents for the authorized person and a copy of the document appointing an authorized representative in case the transferee is an organization.

For the owner being a foreign organization, copies of the organization’s legal documents must be consularly legalized;

c) Copy of the company’s amended and supplemented Charter;

d) Capital contribution transfer contract or documents proving completion of capital contribution transfer;

d) Document from the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, foreign-invested economic organizations in cases where capital contribution registration procedures, stock purchase, capital contribution purchase must be carried out according to the provisions of the Investment Law.

…

6. After receiving the business registration application, the Business Registration Office issues a Receipt, checks the validity of the application and issues a Business Registration Certificate to the enterprise.”

Specifically, the profile includes:

– Notice of change in business registration content signed by the owner or legal representative of the old owner and the new owner or legal representative of the new owner;

– A valid copy of one of the transferee’s personal identification documents in case the transferee is an individual or a valid copy of the Business Registration Certificate or other equivalent documents in case the transferee is an organization;

– Valid copy of the amended and supplemented Charter of the company;

– Capital transfer contract or documents proving completion of capital transfer;

– Document from the Investment Registration Authority approving capital contribution, share purchase, purchase of capital contribution from foreign investors, economic organizations with foreign investment capital (if any).

How to proceed and procedures for changing the owner of a single-member limited liability company?

Step 1: Prepare the above documents.

Step 2: Submit application.

Place of application: Business registration office under the Department of Planning and Investment where the enterprise is headquartered.

Within 03 working days from the date of receipt of the application, the Business Registration Authority is responsible for reviewing the validity of the application and issuing a new Business Registration Certificate; In case the dossier is not valid, the Business Registration Authority must notify the enterprise in writing of the content that needs to be amended or supplemented. In case of refusal to issue a new Business Registration Certificate, the enterprise must be notified in writing and clearly state the reason.

Step 3: Return results.