Procedures for Changing the Owner of a Single-Member LLC

Short answer: Changing the owner of a single-member LLC is done by transferring the entire charter capital to the new owner: (1) sign a capital transfer contract; (2) the new owner issues a decision on acceptance, amends the charter, and appoints the legal representative (if changed); (3) register the change of owner with the Business Registration Office. The company inherits all rights and obligations — it is not re-established. An individual transferor must declare and pay personal income tax. Legal basis: Articles 76–77 of the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15); Decree No. 168/2025/ND-CP.

Legal basis

• The Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — Articles 76 and 77 (owners of single-member LLCs);
• Decree No. 168/2025/ND-CP on enterprise registration — procedures for registering a change of owner.

Cases of change of owner

• Transfer of the entire charter capital to another individual/organization (buying the company);
• Donation or inheritance of the entire charter capital;
• The owner being an organization carries out reorganization (merger, division, change of ownership);
• Transferring part of the capital to another person → the company has 02 or more members → simultaneously convert into a limited liability company with two or more members.

Procedures for changing the owner

Step 1. Sign the capital transfer contract

• Transfer contract for the entire charter capital: transferor, transferee; transfer price; payment method; time of transfer of ownership; commitments on the company’s debts and obligations;
• Conduct due diligence before signing — especially on tax debts, bank debts, and disputes;
• Where the transferor is an individual: declare and pay personal income tax on the capital transfer.

Step 2. The new owner issues a decision

A decision on: accepting the owner rights; amending the charter; appointing/terminating the legal representative and controllers (if personnel are changed).

Step 3. Register the change of owner

• A notice of change of owner of the single-member LLC in the prescribed form;
• Accompanied by the transfer contract (or documents evidencing the change); the new owner’s decision; the amended charter;
• Submit to the Business Registration Office; the time limit is 03 working days.

Step 4. Handover and updates

• Handover: seal, books, bank accounts, licenses;
• Updates: bank accounts, digital signatures, invoices (if the representative is changed);
• Notify partners and creditors of the change of owner.

Legal effect

• The company inherits all rights and obligations — it is not re-established and no new registration is required;
• The enterprise code remains unchanged;
• Contracts already signed by the company remain valid.

Frequently asked questions

Does buying a single-member LLC mean assuming its old debts?

Yes. The company inherits all obligations — including tax debts, bank debts, and obligations to employees. Therefore, thorough due diligence is required before purchase.

Must tax be paid when transferring capital to a family member?

Yes — capital transfers between individuals (including relatives) still give rise to the transferor’s personal income tax obligation.

Must the new owner be the legal representative?

Not mandatory. The owner may appoint another person as the legal representative.

Notes on applying current regulations

“Buying a company” is in substance buying all of that company’s legal risks — due diligence is a step that cannot be skipped. Contact an ANT Legal lawyer at 0966.475.966 for due diligence and the transfer procedure.

Common risks to note

• Buying a company without due diligence on tax debts and disputes;
• A sketchy transfer contract lacking commitments on debts;
• Failure to declare personal income tax;
• Delayed registration of the change of owner.

How ANT Legal can help

ANT Legal conducts legal due diligence on the target company; drafts the capital transfer contract; carries out the procedure to register the change of owner; advises on tax. For prompt advice, please contact a lawyer at 0966.475.966.

Related articles

• Guide to changing capital-contributing members of a multi-member LLC (latest)
• Changing the legal representative of a single-member LLC
• Changing the legal representative of a two-member LLC
• Procedures for registering a change in charter capital of a single-member LLC
• Dossier and procedures for establishing a single-member LLC in Vietnam