The newest limited liability company registration procedure

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The newest limited liability company registration procedure

A limited liability company (LLC) is one of the two most popular types of companies today, along with joint stock companies. Below are the details of the procedure, information, and documents for setting up a limited company.

What is a limited liability company?

According to Clause 7, Article 4 of the Vietnam 2020 Enterprise Law, limited liability companies include two types: one-member limited liability companies and two or more-member limited liability companies.

A one-member limited liability company is an enterprise owned by an organization or individual (hereinafter referred to as the company owner). (According to Clause 1, Article 74 of the Vietnam 2020 Law on Enterprise).

A limited liability company with two or more members is an enterprise with between two and 50 members who are organizations or individuals. (According to Clause 1, Article 46 of the Vietnam 2020 Law on Enterprise),

Capital contributors can be individuals or organizations. Capital contributors who own part or all of the charter capital of the company are called capital contributors.

Procedures for setting up a limited company

Step 1: Prepare the company’s registration documents

According to Article 21 of the Vietnam 2020 Law on Enterprise, the application for the registration of a limited company includes the following documents:

1. A business registration application

2. The company’s charter

3. A list of members

4. Copies of the following papers:

a) Legal papers of an individual, for members’ being an individual or their legal representative;

b) Organizational legal documents for members who are organizations, including the document appointing an authorized representative; and individual legal documents for members who are organizations’ authorized representatives.

Members who are foreign organizations must have copies of their legal documents consularly legalized.

c) Foreign investor investment registration certificate in accordance with the Investment Law

Step 2: Review the information and sign the application.

In order to limit negligence and omissions and avoid wasting time editing and supplementing, the step of checking information and records is very important. Documents and signatures will be fully checked before submission.

Step 3: Submit an application for the company’s establishment

There are two ways to apply for the establishment of a limited company, which are very easy and convenient for businesses, as follows:

Option 1: Pay directly at the counter, pay the fee, get the order number and wait for the call according to the order number at the application reception department – Department of Planning and Investment of the province/city. If the application has enough documents as prescribed, the specialist will receive the application and issue a receipt to the business.

Option 2: Register online at the National Business Registration Portal (https://dangkytinhdoanh.gov.vn/)

Note: According to current regulations, online submission through the national enterprise portal is required for the submission of company incorporation documents.

Step 4: Check the profile

3-5 days after receiving the application, the registration agency will verify the validity of the application and handle the application for the enterprise.

The Business Registration Office will notify the business founder of the contents that need to be amended and supplemented in writing in a clear way in case the application is not valid.

For businesses applying online, if the application is complete with the required documents and is valid, the business registrant will have to bring the hard copy to the one-stop department to compare and receive the results.

Step 5: Get the company’s business registration certificate and publish the company establishment statement on the national portal.

Fees and charges

Application fee for application for registration of an enterprise establishment: 50,000 VND/time. The fee for announcing the establishment of an enterprise on the national portal is 100,000 VND/time.

In the case of business establishments registered online or on the basis of conversion from business households, fees will be waived.

The legal representative of a limited company needs to meet the following conditions:

  • Being at least 18 years old and possessing full civil act capacity;
  • Being Vietnamese or foreign;
  • Not subject to a ban on business management and establishment;
  • Does not have to be a capital contributor to the company.

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