Documents and Procedures for establishing a two-member limited liability company in Vietnam

Legal basis for drafting registration documents to establish Two Member Limited Liability Company:

1. What is a 2-Member LLC?

2. Conditions for establishing a 2-member LLC

State agencies and units of the people’s armed forces use state assets to establish business enterprises to make their own profits;

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Cadres, civil servants and public employees according to the provisions of the Law on Cadres and Civil Servants and the Law on Public Employees;

Officers, non-commissioned officers, professional soldiers, workers, and defense officials in agencies and units of the Vietnam People’s Army; officers, professional non-commissioned officers, and police workers in agencies and units of the Vietnam People’s Police, except those appointed as authorized representatives to manage the State’s capital contribution in enterprises or manage state-owned enterprises;

Leading and professional managers in state-owned enterprises as prescribed in Point a, Clause 1, Article 88 of this Law, except those appointed as authorized representatives to manage the State’s capital contribution in other enterprises;

Minors; people with limited civil act capacity; people who have lost their civil act capacity; people with difficulty in cognition and behavior control; organizations without legal status;

People who are being prosecuted for criminal liability, detained, are serving prison sentences, are serving administrative measures at compulsory drug treatment facilities, compulsory education establishments or are banned by the Court from holding certain positions, practicing professions or doing certain jobs; Other cases according to the provisions of the Bankruptcy Law and the Law on Prevention and Combat of Corruption.

If requested by the Business Registration Authority, the person registering to establish a business must submit a criminal record card to the Business Registration Authority;

Organizations are commercial legal entities banned from doing business and operating in certain fields according to the provisions of the Penal Code.

According to the provisions of Article 7.1 of the Law on Enterprises 2020, businesses have the right to freely conduct business in professions that are not prohibited by law. However, businesses also need to pay attention to meeting and maintaining legal requirements throughout their operations when doing business in conditional industries and conditional market access industries for foreign investors.

According to the provisions of Article 37 of the Law on Enterprises 2020, the business name must include the following two elements:

(i) Type of enterprise;

(ii) Personal name.

The type of business is written as “limited liability company” or “limited liability company” for limited liability companies; written as “joint stock company” or “joint stock company” for joint stock companies; written as “partnership company” or “HD company” for a partnership company; written as “private enterprise”, “DNTN” or “private enterprise” for private enterprises.

Proper names are written with letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols.

For example: Hong Duc Company Limited

On the other hand, according to Article 38 of the Law on Enterprises 2020 Customers need to avoid the following when naming a business:

Putting a name identical or confusing with the name of a registered enterprise as prescribed in Article 41 of this Law;

• Using the name of a state agency, a unit of the people’s armed forces, the name of a political organization, a socio-political organization, a socio-political-professional organization, an organization society, socio-professional organization to make all or part of the enterprise’s proper name, unless approved by that agency, unit or organization;
• Using words and symbols that violate the historical, cultural, ethical traditions and fine customs of the nation.

For example: Customers need to be very careful with naming the company Tran Hung Co., Ltd. Dao.

3. Prepare Documents to establish a two-member LLC

Application for business registration.

Company charter.

List of members for limited liability companies with two or more members; list of founding shareholders and list of shareholders who are foreign investors for joint stock companies.

Copies of the following documents:

Individual legal documents for the legal representative of the enterprise;

Individual legal documents for company members, founding shareholders, shareholders who are foreign investors are personal; Legal documents of the organization for members, founding shareholders, shareholders who are foreign investors being organizations; Legal documents of individuals for authorized representatives of members, founding shareholders, shareholders who are foreign investors who are organizations and documents appointing authorized representatives.

For members and shareholders who are foreign organizations, copies of legal documents of the organization must be consularly legalized;

Investment registration certificate in case the enterprise is established or participate in the establishment by foreign investors or economic organizations with foreign investment capital according to the provisions of the Investment Law and its guiding documents.

4. Instructions for registration procedures for establishing a 2-member limited liability company

Step 1:

Prepare documents according to the provisions of law (See specifically in section 3).

Step 2:

Submit the business registration application to the Business Registration Office where the business is headquartered.

After receiving the application, the Business Registration Office will give a Receipt to the Customer.

Step 3:

Within 03 working days from the date of receiving the complete dossier, the Business Registration Office will enter information in the business registration dossier, check the validity of the dossier and upload the digitized documents in the business registration dossier into the National Information System for business registration. Finally, if the dossier is valid, the Business Registration Office will issue a Business Registration Certificate to the Customer.

In case, the Customer’s dossier needs to be amended or supplemented, within 03 working days from the date of receiving the complete dossier, the Business Registration Office will notify you in writing of the content that needs to be amended or supplemented.

If the above deadline is exceeded, Customers have the right to complain and denounce according to the provisions of law.

In addition, currently, Customers can completely actively register their business at the website https://dangkyquangdoanh.gov.vn/

5. What is the time limit for processing documents to establish a 2-member limited liability company?