What is a single-member limited liability company? The latest application form for establishing a single-member limited liability company?
What is a Single-Member Limited Liability Company?
Based on Article 74 of the 2020 Enterprise Law, the regulations are as follows:
"Article 74. Single-Member Limited Liability Company
1. A single-member limited liability company is an enterprise owned by an organization or an individual (hereinafter referred to as the company owner). The company owner is responsible for the company's debts and other financial obligations within the scope of the company's charter capital.
2. A single-member limited liability company has legal status from the date of issuance of the Enterprise Registration Certificate.
3. A single-member limited liability company is not allowed to issue shares, except for conversion to a joint-stock company.
4. A single-member limited liability company is allowed to issue bonds according to the provisions of this Law and other relevant laws; the issuance of private bonds is regulated under Articles 128 and 129 of this Law."
A single-member limited liability company is an enterprise owned by an organization or an individual and is liable for its debts and obligations within the amount of capital contributed to the company's charter capital.
What is a Single-Member Limited Liability Company? Latest Application Form for Establishing a Single-Member Limited Liability Company?
Is the Charter Capital of a Single-Member Limited Liability Company Restricted?
Based on Article 75 of the 2020 Enterprise Law, the regulations are as follows:
"Article 75. Capital Contribution to Establish a Company
1. The charter capital of a single-member limited liability company when registering for enterprise establishment is the total value of assets pledged to contribute by the company owner and recorded in the company charter.
2. The company owner must fully and properly contribute the pledged assets to the company within 90 days from the date of issuance of the Enterprise Registration Certificate, excluding the time for transporting, importing contributed assets, and completing administrative procedures for asset ownership transfer. During this period, the company owner has rights and obligations corresponding to the pledged capital.
3. If the charter capital is not fully contributed within the time limit specified in Clause 2 of this Article, the company owner must register to change the charter capital to the value of the actually contributed capital within 30 days from the last day the charter capital must be fully contributed. In this case, the company owner is responsible for the financial obligations of the company arising before the final registration for the change of charter capital.
4. The company owner is liable with all their assets for the company's financial obligations and damage caused by failing to contribute, not fully contributing, or not timely contributing charter capital as regulated in this Article."
The charter capital of a single-member limited liability company is the total value of assets contributed by the company owner and recorded in the charter. Thus, the charter capital of a single-member limited liability company is not restricted by a minimum or maximum amount.
How to Prepare Documentation for Registering a Single-Member Limited Liability Company?
Based on Article 24 Decree 01/2021/ND-CP, the regulations are as follows:
"Article 24. Documentation for Enterprise Registration for a Single-Member Limited Liability Company
1. Enterprise registration application form.
2. Company charter.
3. Copies of the following documents:
a) Legal documents of the individual for the legal representative of the enterprise;
b) Legal documents of the individual for the company owner if the owner is an individual; Legal documents of the organization if the company owner is an organization (except for the State being the owner); Legal documents of the individual for the authorized representative and the authorization document for the representative.
For foreign organizational owners, copies of legal documents must be consularly legalized;
c) Investment registration certificate if the enterprise is established by foreign investors or foreign-invested economic organizations according to the provisions of the Investment Law and its guiding documents."
When establishing a single-member limited liability company, the documentation needs to be prepared as specified above.
Latest Application Form for Establishing a Single-Member Limited Liability Company?
The application form for establishing a single-member limited liability company is made following Appendix I-2 issued with Circular 01/2021/TT-BKHDT as follows:
Download the application form for establishing a single-member limited liability company: Here.
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