Can members of a limited liability company with 2 or more members establish a private enterprise?

Do members of a limited liability company with 2 or more members have the right to establish a private enterprise?

According to the provisions of Clauses 1 and 2, Article 17 of the Law on Enterprises 2020, as follows:

“Article 17. Right to establish, contribute capital, buy shares, purchase capital contributions and manage enterprises

1. Organizations and individuals have the right to establish and manage enterprises in Vietnam according to the provisions of this Law, except for the cases specified in Clause 2 of this Article.

2. The following organizations and individuals do not have the right to establish and manage businesses in Vietnam:

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

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

c) 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;

d) 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;

d) 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;

e) 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;

g) Organizations that are commercial legal entities are prohibited from doing business or operating in certain fields according to the provisions of the Penal Code.”

The law also has regulations on private business owners in Clause 3, Article 188 of the Law on Enterprises 2020 as follows:

“Article 188. Private enterprises kernel

…

3. Each individual is only entitled to establish one private enterprise. The owner of a private enterprise cannot simultaneously be the owner of a business household or a general partner of a partnership.”

Thus, the enterprise law does not restrict members of a limited liability company with 2 or more members from establishing and managing a private enterprise. Therefore, you are a member of a limited liability company with 2 or more members and can still establish your own private enterprise and note that you are only allowed to establish 1 private enterprise.

What documents are included in the registration dossier to establish a private enterprise?

Pursuant to Article 21 of Decree 01/2021/ND-CP, the dossier to register to establish a private enterprise includes:

“Article 21. Business registration dossier for private enterprises

1. Application for business registration.

2. Copies of personal legal documents for private business owners.”

Individuals registering private enterprises need to prepare the following documents:

– Application for business registration; Limited liability company

– A valid copy of one of the valid personal identification documents of the private business owner: Identity card or Passport.

How are the procedures and procedures for registering to establish a private enterprise?

According to the provisions of Article 26 of the Law on Enterprises 2020, registration to establish a private enterprise is carried out in the following order:

“Article 26. Order and procedures for business registration

1. The business founder or authorized person shall register the business with the Business Registration Authority in the following manner:

a) Register your business directly at the Business Registration Office;

b) Business registration via postal service;

c) Register a business via electronic information network.

2. Business registration via electronic information network means the business founder submits a business registration application via electronic information network at the National Information Portal on business registration. Business registration dossiers via electronic information network include data as prescribed by this Law and are presented in electronic document form. Business registration documents via electronic information network have the same legal value as paper business registration documents.

3. Organizations and individuals have the right to choose to use digital signatures in accordance with the law on electronic transactions or use business registration accounts to register businesses via electronic information networks.

4. Business registration account is an account created by the National Business Registration Information System, issued to individuals to register a business via the electronic information network. The individual who is granted a business registration account is responsible before the law for the registration and use of the business registration account to register a business via the electronic information network.

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

6. The Government regulates documents, order, procedures, and connections in business registration.”

Specifically the steps are as follows:

– Step 1: Submit application

Enterprises submit applications using the following methods:

+ Directly at the Business Registration Office;

+ Through postal service;

+ Through electronic information network.

– Step 2: Processing documents

Within 03 working days from the date of receiving the dossier, the Business Registration Department completes the settlement results and transfers them to the Business Registration Office’s One-Stop Unit to return the results.

– Step 3: Get results