Dossier and Procedures for Establishing a Two-Member LLC in Vietnam

Short answer: The dossier for establishing an LLC with two or more members includes: the application for enterprise registration, the company charter, the member list, copies of legal documents of the members and the legal representative. The company has from 02 to 50 members; the charter capital is self-declared by the members and must be fully contributed within 90 days. Submit the dossier to the Business Registration Office under the Department of Finance; the processing time limit is 03 working days. Guidance follows the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15) and Decree No. 168/2025/ND-CP.

Legal basis

• The Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 (effective from 01/7/2025) — Articles 46–73 (LLCs with two or more members);
• Decree No. 168/2025/ND-CP on enterprise registration (effective from 01/7/2025).

Conditions for establishing an LLC with two or more members

• Number of members: from 02 to 50 members (individuals, organizations);
• Members: fully competent as prescribed; not falling into cases prohibited from establishing or managing enterprises;
• Company name: comprises the type + proper name; no duplication, no confusion;
• Head office: an address determined under the new administrative boundaries (34 provinces/cities, commune/ward level; no district level from 01/7/2025);
• Charter capital: the total asset value members commit to contribute; must be fully contributed within 90 days from the issuance date of the Enterprise Registration Certificate;
• Business lines: not on the prohibited list; conditional lines must meet the conditions when operating.

Dossier for establishing an LLC with two or more members

• The application for enterprise registration in the prescribed form;
• The company charter (signed by the members);
• The member list in the prescribed form;
• Copies of legal documents of individual members (ID card/passport); copies of legal documents of organizational members; the document appointing the authorized representative (if the member is an organization);
• A copy of the legal representative’s legal documents;
• A power of attorney for the dossier submitter (if the submitter is not the legal representative).

Implementation steps

Step 1. Agree and draft the dossier

Members agree on contribution ratios, governance structure, and profit distribution; draft the charter and member list; search the company name.

Step 2. Submit the dossier

Submit 01 set of the dossier to the Business Registration Office under the Department of Finance where the company locates its head office — in person or online via the National Portal for Enterprise Registration.

Step 3. Receive the result

The processing time limit is 03 working days for a valid dossier; receive the Enterprise Registration Certificate.

Step 4. Post-establishment

Make the seal; open a bank account; register the digital signature and e-invoices; make initial tax declarations; members fully contribute capital within 90 days; display the signboard.

Notes on capital contribution and the charter

• Members must fully contribute the committed type of assets within 90 days; after the deadline, any uncontributed capital is handled as prescribed and the company must register an adjustment of charter capital;
• The charter should clearly specify: contribution ratios, capital increase/decrease methods, transfer of contributed capital, deadlock resolution mechanisms — it is the company’s “constitution”; avoid drafting it sketchily;
• A member transferring contributed capital must first offer it to the remaining members (Article 52).

Frequently asked questions

Can 02 members be spouses?

Yes. The law does not prohibit spouses from both being LLC members; however, there should be a clear agreement on joint/separate assets related to the contributed capital.

What extra is needed if a member is a foreign organization?

In addition to the ordinary dossier, the foreign organization’s legal documents must be consularly legalized (except where exempted) with a notarized Vietnamese translation.

How to add a new member after establishment?

Carry out the charter capital increase procedure and admit the new member (adopted by the Members’ Council), then register the change in enterprise registration contents.

Notes on applying current regulations

Dossiers and forms follow Decree No. 168/2025/ND-CP (the forms under Decree No. 01/2021/ND-CP no longer apply); the head office address is recorded under the new administrative units. The company charter should be carefully drafted by a lawyer from the outset to prevent disputes among members. Contact ANT Legal at 0966.475.966 for assistance.

Common risks to note

• Using old forms under Decree No. 01/2021/ND-CP;
• Recording the address under the old district level;
• A sketchy charter lacking internal dispute resolution mechanisms;
• Failure to fully contribute capital within 90 days and to adjust the charter capital.

How ANT Legal can help

ANT Legal advises on contribution structures, drafts the charter and the establishment dossier for an LLC with two or more members; carries out the registration procedure and post-establishment procedures. For prompt advice, please contact a lawyer at 0966.475.966.

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