With advantages from typeLimited liability company with two or more members, many individuals/organizations have chosen this type to register to establish businesses. However, in order to limit errors during the establishment registration process, the time for issuance of the Certificate of Business Establishment Registration is prolonged. This article will provide readers with the order and procedures for establishing a two-member limited liability company according to the provisions of the Law on Enterprises 2020   

Documents to establish a limited liability company with two or more members

According to the provisions of Article 21 of the Law on Enterprises 2020, the application for registration of a limited liability company includes:

– Application for business registration.

– Company charter.

– List of members.

– Copies of the following documents:

+ Personal legal documents for the legal representative of the enterprise;

+ Personal legal documents for company members; Legal documents of the organization for members; Personal legal documents for the member’s authorized representative and document appointing the authorized representative;

For members that are foreign organizations, copies of the organization’s legal documents must be consularly legalized;

+ List of members of limited liability companies with two or more members.

+ List of legal representatives/authorized representatives (in case a member of a two-member limited liability company is an organization)

+ 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 Investment Law and implementation guidance documents.

Order and procedures for registering the establishment of a limited liability company with two or more members

1. Application method

– Submit directly to the Business Registration Office under the Department of Planning and Investment (Business Registration Office) of the province/city where the enterprise is headquartered.

– Submit documents via postal service.

– Submit documents online via electronic network at the National Business Registration Portal according to your address only: https://dangkylanhdoanh.gov.vn).

2. Order and procedures for establishment registration

Case 1. Submit the application directly to the Business Registration Office where the enterprise’s head office is located.

Step 1. Submit the application

• The registrant submits the application at the one-stop shop at the Business Registration Office and pays the registration fee registration.
• The Business Registration Office receives the application and returns to the submitter a Receipt of receipt of the application for business establishment registration.

Step 2. Appraisal and returns the results

• The Business Registration Office issues the Business Registration Certificate within 03 working days from the date of receipt of the application dossier.
• In case the dossier is not valid, the Business Registration Office will send a written notice of the contents that need to be amended and supplemented to the registrant within 03 working days from the date of receiving the dossier.

Case 2. Register electronically using the Business Registration Account

– The registrant logs in and uses the registration account Business registration to submit documents to establish a limited liability company with two or more members. 

– After completing the operations, the registrant submits the application and receives a Receipt of business registration application via the electronic information network.

– The Business Registration Office issues business registration to the enterprise in case the application is valid and notifies the enterprise of the issuance of enterprise registration. In case the dossier is not valid, the Business Registration Office sends a notice via the electronic information network to the enterprise to request amendments and supplements to the dossier.

3. Cost of establishing a limited liability company with or more members

– Business registration fee: 50,000 VND/time.

– Fee for publishing business registration content: 100,000 VND/time.

– Fee exemption for cases of electronic registration, registration of establishment on the basis of conversion from business households.

– The person submitting the business registration application pays the fee for announcing the business registration content and the business registration fee at the time of submitting the business registration application.