Details of procedures for registration of the establishment of a single-member limited liability company in Vietnam

Pursuant to Section 2, Appendix II issued with Decision 1523/QD-BKHDT in 2020, the procedure for registering the establishment of a single-member limited liability company is as follows:

*** Implementation order:

* Direct registration case:

- The business founder or the authorized person shall submit the business registration dossier and pay the business registration fee at the Business Registration Office where the company's head office is located.

- Upon receiving the dossier, the Business Registration Office shall issue a Receipt. If the dossier is complete and valid, the Business Registration Office shall issue a Certificate of Enterprise Registration.

- If the Certificate of Enterprise Registration is refused, the Business Registration Office shall notify the business founder in writing.

* Electronic registration case using public digital signature:

- The legal representative shall provide information, upload electronic documents, and digitally sign the electronic registration dossier according to the process on the National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

- After completing the submission of the registration dossier, the legal representative shall receive a Receipt of the electronic registration dossier.

- In case the dossier is incomplete, the Business Registration Office shall send an electronic notification to the business to request amendments or supplements to the dossier.

- If the dossier meets the requirements for issuing the Certificate of Enterprise Registration, the Business Registration Office shall send the information to the tax authority to automatically generate the enterprise code. After receiving the enterprise code from the tax authority, the Business Registration Office shall issue the Certificate of Enterprise Registration and notify the business of the issuance.

* Electronic registration case using Business Registration Account:

- The legal representative shall provide information, upload electronic copies of personal identification documents on the National Business Registration Portal to obtain a Business Registration Account.

- The legal representative shall use the Business Registration Account to provide information, upload electronic documents, and authenticate the electronic registration dossier according to the process on the National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

- After completing the submission of the registration dossier, the business founder shall receive a Receipt of the electronic registration dossier.

- The Business Registration Office is responsible for reviewing and sending electronic notifications to the business to request amendments or supplements to the dossier in case of incomplete dossier. When the dossier meets the requirements for issuing the Certificate of Enterprise Registration, the Business Registration Office shall send the information to the tax authority to generate the enterprise code. After receiving the enterprise code from the tax authority, the Business Registration Office shall notify the business of the issuance of the Certificate of Enterprise Registration.

- After receiving the notification of the issuance of the Certificate of Enterprise Registration, the legal representative shall submit a set of paper registration dossier along with the Receipt of the electronic registration dossier to the Business Registration Office. The legal representative can submit the paper registration dossier and the Receipt of the electronic registration dossier directly at the Business Registration Office or by post.

- After receiving the paper dossier, the Business Registration Office shall compare the dossier items with the items in the electronic dossier sent and issue the Certificate of Enterprise Registration to the business if the contents match.

- If the Business Registration Office does not receive the paper dossier within 30 days from the date of sending the notification of the issuance of the Certificate of Enterprise Registration, the electronic registration dossier of the business shall no longer be valid.

- The legal representative is responsible for the completeness and accuracy of the paper dossier submitted compared to the electronic dossier sent.

In case the paper dossier submitted is not accurate compared to the electronic dossier sent and the submitter does not notify the Business Registration Office at the time of submitting the paper dossier, it shall be considered as falsification of the dossier and shall be handled in accordance with Clause 1, Article 63 of Decree No. 78/2015/ND-CP.

*** Procedure:

The business founder or authorized person shall submit the business registration dossier directly to the Business Registration Office at the place where the enterprise's head office is located, or the authorized person according to the law shall submit the business registration dossier electronically through the National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

*** Document requirements:

Including:

1. Business registration request form;

2. Company charter (must include the full name and signature of the company owner, who is an individual, or the legal representative of the company owner, who is an organization);

3. Valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP (specifically: For Vietnamese citizens: Citizen identity card or ID card or Valid Vietnamese passport; For foreigners: Foreign passport or valid substitute documents for foreign passport) of the authorized person if the company is managed according to the Chairman of the company, Director or General Director, and Auditor model. In case the company is managed according to the Council of members, Director or General Director, and Auditor model, the dossier includes the List of authorized persons and valid copies of personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP of each authorized person.

4. Valid copies of the following documents:

a) One of the personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP of the company owner in case the company owner is an individual (specifically: For Vietnamese citizens: Citizen identity card or ID card or Valid Vietnamese passport; For foreigners: Foreign passport or valid substitute documents for foreign passport);

b) Establishment decision or Business registration certificate or other equivalent documents of the company owner in case the company owner is an organization (except for cases where the company owner is the State);

c) Investment registration certificate in case the enterprise is established by foreign investors or economic organizations with foreign investment capital according to the provisions of the Investment Law and guiding documents.

5. Authorization letter from the company owner to the authorized person in case the company owner is an organization.

6. Valid copy of the license or approval document from the State Bank of Vietnam in case of establishing a credit institution.

7. Original Business household registration certificate and valid copy of Tax registration certificate in case of business registration based on conversion from business household.

In case of authorization to carry out business registration procedures, the authorized person must submit a valid copy of one of the personal identification papers (specifically: For Vietnamese citizens: Citizen identity card or ID card or Valid Vietnamese passport; For foreigners: Foreign passport or valid substitute documents for foreign passport), along with:

1. Valid copy of the service provision contract with the organization performing procedures related to business registration and introduction letter of that organization to the individual directly performing procedures related to business registration; or

2. Authorization letter for the individual to perform procedures related to business registration.

These documents do not have to be notarized or authenticated.

*** Number of dossiers: 01 set.

*** Processing time: Within 03 (three) working days, from the date of receiving a complete and valid dossier.

*** Implementing agency: Business Registration Office - Department of Planning and Investment.

*** Subjects of administrative procedures: Individuals, organizations, business households.

*** Result of administrative procedures: Business registration certificate/Notification of amendment and supplementation of business registration dossier.

*** Fees:

- 50,000 VND/time, paid at the time of submitting the dossier if registering directly (Circular No. 47/2019/TT-BTC).

- Exempt from fees for cases of online registration, registration based on conversion from business household (Circular No. 47/2019/TT-BTC).

*** Name of form, declaration form:

- Application for registration of a one-member limited liability company (Appendix I-2, Decree No. 122/2020/ND-CP);

- List of authorized persons (Appendix I-10, Circular No. 02/2019/TT-BKHDT);

***Requirements and conditions for implementing procedures:

- The online business registration dossier is valid when ensuring the following requirements:

1. There are all necessary documents and the contents of those documents are fully declared according to regulations such as the dossier in paper form and converted to electronic documents. The name of the electronic document must correspond to the name of the type of document in the paper dossier.

2. The business registration information is entered fully and accurately according to the information in the electronic documents.

3. The online business registration dossier must be authenticated by a public digital signature or the Business registration account of the legal representative of the enterprise.

- The enterprise is granted a Certificate of Enterprise Registration when meeting the following conditions:

1. The registered business sector is not prohibited from investing and doing business;

2. The name of the enterprise is set in accordance with the provisions in Articles 38, 39, 40, and 42 of the Enterprise Law, noting some regulations such as: the name includes two elements (type + individual name); prohibitions in naming enterprises; foreign language names and abbreviations of the enterprise name; identical names and confusing names.

3. There is a valid business registration dossier (with all corresponding documents for the type of enterprise as mentioned in the Composition of the dossier and the contents of those documents are fully declared according to legal regulations);

4. Payment of the full registration fee according to legal regulations on fees and charges.

The above are detailed regulations on the procedures for registering a single-member limited liability company.

Best regards!