Registration for formation of single member limited liability company (LLC) in Vietnam

Registration for formation of single member limited liability company (LLC) in Vietnam

I. Single Member Limited Liability Company (LLC) In Vietnam

1. A single-member limited liability company is an enterprise owned by a single organization or individual ((hereinafter referred to as “owner”). The owner’s liability for the company’s debts and other liabilities shall be equal to the company’s charter capital.

2. A single-member limited liability company has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued.

3. A single-member limited liability company must not issue shares except for equitization.

4. Single-member limited liability companies may issue bonds in accordance with Vietnam Enterprise Law 2020 and relevant laws; private placement of bonds shall comply with Article 128 and Article 129 of Vietnam Enterprise Law 2020.

II. Application Files For Formation A Single Member Limited Liability Company (LLC) In Vietnam.

1. Application for registration of formation a single member limited liability company (LLC) in Vietnam.

2. Memorandum and articles of association of a single member limited liability company (LLC) in Vietnam.

3. Copies of the following documents:
a) Identification papers of the individual being the legal representative of a single member limited liability company (LLC) in Vietnam;
b) Identification papers of the individual being a company owner as a individual of single member limited liability company (LLC) in Vietnam; Legal papers of the entity being the company owner (except for state own company); Identification papers of the individual who is the authorized representative and the written appointment of the authorized representative.
If the company owner is a foreign entity, the copy of the enetity”s legal papers must be legalized consularly;
c) Certificate of investment registration in case the company is set up or participated in the setting up by a foreign investor or a foreign-invested company in accordance with the Law on Investment and its official guidelines.

III. Registration Procedures for Formation of A Single Member Limited Liability Company (LLC) in Vietnam.

The founder, legal representative of a single member limited liability company (LLC) in Vietnam or a person authorized to register a single member limited liability company in Vietnam will submit 01 application files for registration of formation a single member limited liability company (LLC) in Vietnam to a provincial business registration agency in Vietnam by one of the following methods:
- Directly at the provincial business registration agency in Vietnam;
- Via postal services in Vietnam;
- Via website of the Ministry of Planning and Investment of Vietnam: National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

Within 03 working days from the date of receipt, the provincial business registration agency in Vietnam will be responsible for examining the validity of the application files for registration of formation a single member limited liability company in Vietnam and will grant a business registration certificate to form a single member limited liability company in Vietnam; In case the application files is not valid, the business registration agency will notify in writing the contents to be amended and supplemented to the legal representative;
In case of refusal of the business registration, a written notice must be made to the the legal representative of the company, clearly stating the reason for refusal.

Sources:
- Vietnam Enterprise Law 2020
- Decree No. 01/2021/ ND-CP of the Vietnam Government dated January 4th, 2021 on enterprise registration

LAWYER VIETNAM LAW FIRM- Vietnamese lawyers