Contents
I. Laws on single-member limited liability companies
About the company model:
According to the provisions of Article 74 of the Enterprise Law 2020, a single-member limited liability company is:
“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 this Law and relevant laws; private placement of bonds shall comply with Article 128 and Article 129 of this Law”.
Regarding the amount of capital contributed to the establishment of the company:
According to the provisions of Article 75 of the Enterprise Law 2020, the amount of capital contributed to the establishment of a single-member limited liability company includes:
First, the initially registered charter capital of a single-member limited liability company is the total assets promised by the owner and shall be written in company’s charter.
Secondly, the owner shall contribute adequate and correct assets as promised when applying for enterprise registration.
Third, in the charter capital is not fully contributed by the deadline specified in Clause 2 of this Article, the owner shall register the contributed capital as charter capital
Fourthly, the owner’s liability for the company’s financial obligations and the damage caused by the failure to contribute or to fully and punctually contribute charter capital prescribed by this Article shall be equal to all of the owner’s assets.
II. Procedures for establishing a single-member limited liability company.
About profile composition:
According to the provisions of Article 24 of Decree 01/2021/ND-CP, the application file for registration of the establishment of a single-member limited liability company includes:
“1. Application form for enterprise registration.
2. The company’s charter.
3. Copies of the following documents:
a) Legal documents of the enterprise’s legal representative;
b) Legal documents of the company’s owner that is an individual; Legal documents of the company’s owner that is an organization (except for the State); Legal documents of the authorized representative and letter of appointment of authorized representative.
If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized;
c) Investment registration certificate if the enterprise is founded by a foreign investor or foreign-invested business entity in accordance with the Law on Investment and its guiding documents”.
About the process and procedures:
Step 1: Prepare a set of documents to establish a limited liability company.
Step 2: Submit an application for a Business Registration Certificate.
Payment can be made through one of the following two methods:
+ Submit directly at the Business Registration Office under the Department of Planning and Investment where the company is expected to have its head office.
+ Submit online on the National Business Registration Portal at: https://dangkyquamang.dkkd.gov.vn/ (must have a business registration account).
Step 3: Get the Business Registration Certificate (can be received in person or by post).
Step 4: Announce the content of registration of newly established enterprises on the National Portal after being granted the Certificate of Business Registration.
Step 5: Engrave the seal of the legal entity.
+ The enterprise has the right to decide on the form, quantity, and content of the company’s seal;
+ The seal must show the following information: Enterprise name + Enterprise tax code;
Step 6: Create a bank account with declare initial tax return
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