Tiếng Việt
中文May a member of a multi-member limited liability company establish a private enterprise?
Under Clauses 1 and 2, Article 17 of the Law on Enterprises 2020:
“Article 17. Rights to establish, contribute capital, purchase shares, purchase capital contributions and manage enterprises
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1. Organizations and individuals have the right to establish and manage enterprises in Vietnam in accordance with this Law, except for the cases prescribed in Clause 2 of this Article.
2. The following organizations and individuals do not have the right to establish and manage enterprises in Vietnam:
a) State agencies and people’s armed forces units using state assets to establish enterprises for their own profit;
b) Cadres, civil servants and public employees as prescribed by the Law on Cadres and Civil Servants and the Law on Public Employees;
c) Officers, non-commissioned officers, professional soldiers, defense workers and employees in agencies and units of the Vietnam People’s Army; professional officers, non-commissioned officers and police workers in agencies and units of the Vietnam People’s Public Security, except those appointed as authorized representatives to manage the State’s capital contributions in enterprises or to manage state-owned enterprises;
d) Leading and professional managerial cadres 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 contributions in other enterprises;
đ) Minors; persons with limited civil act capacity; persons who have lost civil act capacity; persons having difficulties in cognition or behavior control; organizations without juridical person status;
e) Persons under criminal prosecution, in temporary detention, serving prison sentences, serving administrative handling measures at compulsory detoxification or compulsory education establishments, or prohibited by a court from holding positions, practicing professions or performing certain jobs; other cases as prescribed by the Law on Bankruptcy and the Law on Anti-Corruption.
Where the business registration authority so requests, the person registering to establish an enterprise must submit a judicial record card to the business registration authority;
g) Organizations that are commercial juridical persons prohibited from doing business or operating in certain sectors as prescribed by the Criminal Code.”
The law also provides for private enterprise owners in Clause 3, Article 188 of the Law on Enterprises 2020:
“Article 188. Private enterprises
…
3. Each individual may establish only one private enterprise. A private enterprise owner may not simultaneously be a household business owner or a general partner of a partnership.”
Thus, enterprise law does not restrict a member of a multi-member limited liability company from establishing and managing a private enterprise. Therefore, as a member of a multi-member limited liability company, you may establish your own private enterprise, noting that you are permitted to establish only one private enterprise.
What documents does the dossier for registering a private enterprise include?
Pursuant to Article 21 of Decree No. 168/2025/ND-CP, the dossier for registering a private enterprise includes:
“Article 21. Enterprise registration dossier for private enterprises
1. Enterprise registration application.
2. Copy of the individual’s legal documents for the private enterprise owner.”
A person registering a private enterprise needs to prepare the following documents:
- Enterprise registration application;
- A valid copy of one of the private enterprise owner’s personal identity documents: ID card or passport.
What is the order and procedure for registering a private enterprise?
Under Article 26 of the Law on Enterprises 2020, registration of a private enterprise follows this order:
“Article 26. Order and procedures for enterprise registration
1. The enterprise founder or authorized person registers the enterprise with the business registration authority by one of the following methods:
a) Registering the enterprise directly at the business registration authority;
b) Registering the enterprise via postal services;
c) Registering the enterprise via the electronic information network.
2. Registering an enterprise via the electronic information network means the enterprise founder submits the enterprise registration dossier via the electronic information network on the National Portal on Enterprise Registration. The enterprise registration dossier via the electronic information network includes data as prescribed by this Law and is expressed in electronic document form. An enterprise registration dossier via the electronic information network has legal validity equivalent to a paper dossier.
3. Organizations and individuals may choose to use digital signatures in accordance with the law on electronic transactions or use business registration accounts to register enterprises via the electronic information network.
4. A business registration account is an account created by the National Enterprise Registration Information System, issued to an individual to register enterprises via the electronic information network. The individual issued a business registration account is legally responsible for registering to be issued and using the business registration account to register enterprises 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 enterprise registration dossier and issuing enterprise registration; where the dossier is invalid, the business registration authority must notify in writing the contents to be amended or supplemented to the enterprise founder. Where enterprise registration is refused, the business registration authority must notify the enterprise founder in writing and clearly state the reasons.
6. The Government prescribes dossiers, order, procedures and inter-agency coordination in enterprise registration.”
The specific steps are as follows:
– Step 1: Submit the dossier
The enterprise submits the dossier by one of the following methods:
- Directly at the business registration authority;
- Via postal services;
- Via the electronic information network.
– Step 2: Process the dossier
Within 03 working days from the date of receipt of the dossier, the provincial business registration authority completes the processing result and transfers it to the one-stop-shop division of the provincial business registration authority to return the result.
– Step 3: Receive the result
Notes on applying current legal provisions
This article belongs to the Enterprise & M&A Knowledge group and is presented for reference, helping readers understand the legal issue at an overview level before preparing dossiers or conducting transactions.
Legal provisions may change depending on timing, locality, dossier type and specific circumstances. Where it is necessary to determine the exact legal basis applicable to your dossier, you should contact an ANT Legal lawyer at 0966.475.966 for review and advice before proceeding.
Common risks to note
- Applying legal texts that have been amended, supplemented or replaced.
- Preparing incomplete dossiers, documents or evidence.
- Misunderstanding the applicable conditions, procedures, time limits or competent authority.
- Signing, filing or conducting transactions without fully assessing legal risks.
How can ANT Legal help?
ANT Legal assists in reviewing specific situations, checking dossiers, identifying the applicable legal basis, advising on handling plans, and representing you in working with individuals, organizations or competent authorities when necessary.
For quick advice, you may contact a lawyer at 0966.475.966.
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