Procedure for Registration of Establishment of a Limited Liability Company with Two or More Members

1. Legal Basis:

- Circular 47/2019/TT-BTC.

- Law on Enterprises 2020;

- Decree 01/2021/ND-CP;

- Circular 01/2021/TT-BKHDT;

According to the provisions of Article 46 of the Law on Enterprises 2020, a limited liability company with two or more members is an enterprise with 02 (two) or more owners, whether individuals or organizations; the owners are referred to as Members, and the maximum number of members does not exceed 50.

Each member is liable for the company's debts and other property obligations within the amount of capital they have contributed to the company. A limited liability company with two or more members is not allowed to issue shares.

The procedures for registering the establishment of a limited liability company with two or more members, as well as other types of enterprises, are carried out according to the provisions of Decree 01/2021/ND-CP on enterprise registration. Specifically, as follows:

2. Dossier Composition:

- Application for registration of a limited liability company with two or more members according to the form prescribed in Appendix I-3 issued with Circular 01/2021/TT-BKHDT guiding enterprise registration;

- Charter of the limited liability company with two or more members;

- List of members of the limited liability company with two or more members according to the form prescribed in Appendix I-6 issued with Circular 01/2021/TT-BKHDT;

- A valid copy of the identification documents of the members and of the authorized representatives of members being organizations:

+ For Vietnamese citizens: Citizen identification card or Identity card or valid Vietnamese Passport.

+ For foreigners: Foreign Passport or valid foreign passport replacement papers.

+ For members being organizations: Establishment Decision or Enterprise Registration Certificate or other equivalent documents, Charter or other equivalent materials.

- A copy of the Investment Registration Certificate for cases where the company is established by a foreign investor or an economic organization with foreign investment capital;

- A copy of the Power of Attorney for the individual representative of members being organizations;

- Power of Attorney for the person submitting the dossier and receiving the results if not the legal representative.

3. Submission Method: Submit directly or submit the dossier electronically according to the process on the National Enterprise Registration Portal (https://dangkykinhdoanh.gov.vn).

4. Processing Agency: Business Registration Office - Department of Planning and Investment where the company is headquartered.

5. Processing Time: Within 03 (three) working days from the date of receipt of a complete and valid dossier.

6. Fee:

- 50,000 VND if the dossier is submitted directly.

- Free if the dossier is submitted electronically.

Sincerely!