Documents and procedures for establishing a single-member limited liability company in Vietnam

If we want to do business, we must establish an Enterprise. There are many types of businesses, one of which is a Limited Liability Company, so what is the establishment process like? What are the steps? What types of documents are needed? And what to note?

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

1. Enterprise Law No. 59/2020/QH14 dated June 17, 2020
2. Decree No. 01/2021/ND-CP dated 04 January 2021
3. Circular No. 01/2021/TT-BKHDT dated May 1, 2021

Preparing information to establish a One Member Limited Liability Company:

Important information that needs to be prepared includes includes:

1. Head office address of the Enterprise:

• The head office address must be located within the Vietnamese territory and the content of the address when determined must include: Street, corner, alley, house number, street or hamlet, village, hamlet, commune, town, ward, district, city, town belonging to the city or province directly under the central government.

For example: Unclear address: Le Dinh Can, Tan Tao Ward, Binh Tan District

          Clear address: No. 175 Le Dinh Can, Tan Tao Ward, Binh Tan District

2. Set a valid Company name:

• The name of a limited liability company is a very important part to consider when preparing company information. Because you will have to comply with the regulations on naming the company. Therefore, if you want to arbitrarily set a name or choose a name you like as a company name, you also need to comply with basic requirements such as:
• The company name must have all 02 elements: Company type and proper name. Here the company name will start with One Member Limited Liability Company + personal name. For example:

Ha Anh Import-Export One-Member Limited Liability Company

Hoa Trang One-Member Limited Liability Company

Hong Duc Garment One-Member Limited Liability Company

Kim Chi Dental One Member Limited Liability Company

• The company name must not be duplicated or cause confusion. To ensure the name does not overlap with another company, in this step, you need to look up the company name by going to the National Business Registration Portal, then enter your company name in the search box on the right side of the page. The website will return results for company names that match your company name, if any.

For example:You want to name your company Hong Duc, but when you look it up, there is already a company named Hong Duc Single-Member Limited Liability Company, so you cannot use this name anymore. However, if you still want to use this name, you can set it to ANT Hong Duc Single-Member Limited Liability Company…

Please note that you cannot use the name Hong Duc 1 Single-Member Limited Liability Company or Tan Hong Duc Single-Member Limited Liability Company. Because it is considered a confusing name.

• Do not use the names of state management agencies, armed forces, or military as the company name.
• The business name when recorded in the company’s charter is usually clearly recorded including the Vietnamese name, English name (if any), and abbreviated name (if any). For example:

Company name written in Vietnamese: Hong Duc single-member limited liability company

Company name written in a foreign language: Hong Duc Limited Company

Abbreviated Company name: Hong Duc Company Limited

3.legal representative of the One Member LLC

• The person holding the position of legal representative for the company can be the director, general director, or manager of the company. This will be the person directly responsible for the company. Information of the legal representative will be specifically stated in the company charter and business registration license.
• The position of the legal representative may change after the establishment of the business. When establishing a company, you need to prepare a Passport or ID card certified by a legal representative (ID cards must be no more than 15 years old and notarized no more than 03 months).

4.charter capital of One Member LLC

 Currently, charter capital is the total value of assets committed or contributed by company members or owners when established. Pursuant to Article 75 – Section 1 – Law on Enterprises 2020 No. 59/2020/QH14 clearly states the meaning of the charter capital of a one-member limited liability company as follows:

“The charter capital of a one-member limited liability company when registering to establish a business is the total value of assets committed to contribute by the company owner and recorded in the Charter of the Company. company.”

The Law on Enterprises 2020 also specifically regulates the types of assets used to contribute capital to businesses. Therefore, capital contributions can be freely convertible foreign currencies, Vietnamese Dong, land use rights, intellectual property, technology and other assets.

charter capital plays an extremely important role for a single-member limited liability company.

First, the charter capital of a single-member limited liability company is the basis for determining the ratio of capital contributions and shareholders in the company or ownership. member’s shares. Therefore, it serves as the basis for the division of rights as well as benefits and obligations among members of the company.

In addition, the company owner must be responsible for debts and property obligations within the company’s charter capital. Furthermore, members must be responsible for the debts and other property obligations of the business within the amount of capital contributed.

Second, charter capital is one of the bases for determining business conditions for a number of current conditional industries/businesses.

Third, it also represents a commitment to be responsible with all of the business’s assets to customers/partners. work. Therefore, the higher the charter capital, the greater the trust of customers/partners with businesses.

5. Preparing business lines when establishing a One Member Limited Liability Company

The next issue that you need to pay attention to is the business registration field. In fact, a company can do many different businesses. However, you need to clearly find out the industry code that the company intends to register and consider whether that industry belongs to the group of conditional industries or not (For example: conditions for practice certificates, conditions for legal capital, conditions for sublicenses…) to fully prepare the necessary documents and procedures.

For example, if you want to do business in Printing, Fashion and Accessories, register the following industry code:

Drafting documents to establish Mot Thanh Company Limited Vienna

Registration documents for establishing a one-member LLC owned by an individual

1. Application for business registration.
2. (01) draft charter of a one-member limited liability company
3. List of founding members who are foreign investors outside.
4. Copies of the following documents:

Citizen identification card, Identity card, Passport or other legal personal identification of individual members.

Establishment decision, Business registration certificate or other equivalent documents of the organization and authorization documents rights.

Citizen ID card, ID card, passport or other legal personal identification of the authorized representative of a member who is an organization/founding shareholder and a shareholder who is a foreign investor who is an organization.

For members/shareholders who are foreign organizations, a copy of the Business Registration Certificate or equivalent document must be legalized event.

Investment registration certificate for foreign investors according to the provisions of the Investment Law.

5. Applicant information declaration
6. Dossier table of contents, Document cover and Power of attorney to carry out business registration procedures.

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Dossiers for establishing a one-member limited liability company owned by an organization

1. Application for business registration.
2. Charter (reference form)
3. Valid copies of the following documents:

Establishment decision or Business registration certificate or other equivalent documents

Investment registration certificate in case the enterprise is established or participates 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. Authorization document of the owner to the authorized person.
5. Valid copy of one of the valid personal identification documents: Citizen identification card or Identity card or Passport of the authorized representative for a one-member limited liability company organized and managed according to the company president model.
6. List of authorized representatives and a valid copy of one of the valid personal identification documents: Public identification card Citizen or ID card or Passport of each authorized representative for a one-member limited liability company organized and managed according to the member council model.
7. Applicant information declaration.
8. Dossier table of contents, Application cover and Power of attorney to carry out business registration procedures.

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Submit documents to the business registration office under the Department of Planning and Investment

– After drafting the documents is complete, the enterprise submits the documents to the business registration office where the company’s headquarters is located. After 03 to 05 working days, when the dossier is valid, the company will be issued the original copy of the business registration license.

– In case the dossier is invalid, the business will receive a written notice of the reason.