Hanoi-Vietnam: Legal issues related to establishment of a single-member limited liability company

Legal issues related to establishment of a company

Information

Procedures and costs of establishment

Application:

1. An application form for enterprise registration.

2. The company's charter.

3. A valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP of the authorized representative for a single-member limited liability company managed by the organization under the provisions of Point a, Clause 1, Article 78 of the Law on Enterprises.
The list of authorized representatives and a valid copy of one of the personal identification papers specified in Article 10 of Decree 78/2015/ND-CP of each authorized representative for a single-member limited liability company shall be organized and managed according to the provisions of Point b, Clause 1, Article 78 of the Law on Enterprises.

4. Valid copies of the following papers:

- One of the personal identification papers specified in Article 10 of Decree 78/2015/ND-CP of the company owner, in case the company owner is an individual;

- The establishment decision or enterprise registration certificate or other equivalent papers of the company owner, in case the company owner is an organization (except for the case where the company owner is the State);

- Investment registration certificate, in case the enterprise is established by a foreign investor or a foreign-invested economic organization in accordance with the Law on Investment and guiding documents".

5. Written authorization of the owner to the authorized person, in case the owner of the company is an organization.

Registration process:

Business registration fee:

Direct application: 100,000 VND/time

Online application: free

Owner's contributed capital

It is the amount of capital that the owner commits to contribute at the time of enterprise registration and is stated in the company's charter.

The owner must contribute enough and the right type of assets as committed when registering the establishment of the enterprise within 90 days from the date of issuance of the enterprise registration certificate

Legal status of the company

A single-member limited liability company has legal status from the date of issuance of the Enterprise Registration Certificate.

Owner's Responsibilities

A single-member limited liability company is a type of enterprise with a limited liability regime. The owner of the company is only responsible for debts and financial obligations incurred within the scope of the charter capital.

Management Structure

In case an individual is the owner:

Model:

In case the organization is the owner:

Model 1:

Model 2:

Ability to transfer and sell the company

The owner is entitled to transfer part or all of the company's charter capital to another organization or individual.

In case of transfer of part of the contributed capital, the single-member limited liability company must be converted into a multi-member limited liability company or a Joint Stock Company.

Ability to raise capital

A single-member limited liability company has limited capital mobilization capacity.

A single-member limited liability company is not entitled to issue shares.

A single-member limited liability company is allowed to issue ordinary bonds to raise capital.