What does document in the application for registration of a limited liability company in Vietnam comprise?
Please ask: What does document in the application for registration of a limited liability company in Vietnam comprise? Hope to get an answer. Question from Mr. Kien in Long An.
What does document in the application for registration of a single-member limited liability company in Vietnam comprise?
Pursuant to Article 24 of Decree 01/2021/ND-CP regulating application for registration of a single-member limited liability company:
Application for registration of a single-member limited liability company
1. Application form for enterprise registration.
2. The company’s charter.
3. Copies of the following documents:
a) Legal documents of the enterprise’s legal representative;
b) Legal documents of the company’s owner that is an individual; Legal documents of the company’s owner that is an organization (except for the State); Legal documents of the authorized representative and letter of appointment of authorized representative.
If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized;
c) Investment registration certificate if the enterprise is founded by a foreign investor or foreign-invested business entity in accordance with the Law on Investment and its guiding documents.
According to this Article, the application for registration of a single-member limited liability company in Vietnam includes the following documents:
- Application form for enterprise registration.
- The company’s charter.
- Copies of the following documents:
+ Legal documents of the enterprise’s legal representative;
+ Legal documents of the company’s owner that is an individual;
+ Legal documents of the company’s owner that is an organization (except for the State);
+ Legal documents of the authorized representative and letter of appointment of authorized representative.
Note : For company owners who are foreign organizations, copies of legal documents of that organization must be legalized;
+ Investment registration certificate if the enterprise is founded by a foreign investor or foreign-invested business entity in accordance with the Law on Investment and its guiding documents.
What does document in the application for registration of a limited liability company in Vietnam comprise? (Image from the Internet)
What does document in the application for registration of a multi-member limited liability company in Vietnam comprise?
Pursuant to Article 23 of Decree 01/2021/ND-CP stipulating that application for registration of a multi-member limited liability company or a joint-stock company includes the following documents:
- Application form for enterprise registration.
- The company’s charter.
- List of members of the multi-member limited liability company; lists of founding shareholders and shareholders that are foreign investors of the joint-stock company.
- Copies of the following documents:
+ Legal documents of the enterprise’s legal representative;
+ Legal documents of members or founding shareholders and foreign shareholders that are individuals;
+ Legal documents of members or founding shareholders and foreign shareholders that are organizations;
+ Legal documents of authorized representatives of members or founding shareholders and foreign shareholders that are organizations and their letters of appointment of authorized representatives.
What rights do members of a limited liability company in Vietnam have?
Pursuant to the provisions of Clause 1, Article 49 of the Law on Enterprises 2020 amended by Clause 1, Article 7 of the Law on Amendments to certain articles of the Law on Public Investment, the Law Public-Private Partnership Investment, the Law on Investment, the Law on Housing, the Law on Procurement, the Law on Electricity, the Law on Enterprises, the Law on Special Excise Duties and the Law on Civil Judgment Enforcement 2022 regulate rights of members of the company as follows:
Rights of members of the company
1. A member of the company has the following rights:
a) Participate in meetings of the Board of Members; discuss, propose, vote on the issues within the jurisdiction of the Board of Members;
b) Have a number of votes that are proportional to the member’s holding, except for the cases specified in Clause 2 Article 47 of this Law;
c) Receive profit in proportion to the member’s holding after the company has fully paid taxes and fulfilled other financial obligations prescribed by law;
d) Receive part of the remaining assets in proportion to the member’s holding when the company is dissolved or goes bankrupt;
dd) Be given priority to contribute more capital when the company increases its charter capital;
e) Transfer, give away or otherwise dispose of the member’s own stake in accordance with regulations of law and the company's charter;
g) File lawsuits in their own name of in the company’s name against the President of the Board of Members, the Director/General Director, other executives, legal representatives in accordance with Article 72 of this Law;
h) Other rights prescribed by this Law and the company's charter.
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Thus, members of a limited liability company in Vietnam have the following rights:
- Participate in meetings of the Board of Members; discuss, propose, vote on the issues within the jurisdiction of the Board of Members;
- Have a number of votes that are proportional to the member’s holding, except for the case that members shall contribute sufficient and correct assets as promised when applying for enterprise registration within 90 days from the issuance date of the Certificate of Enterprise Registration;
- Receive profit in proportion to the member’s holding after the company has fully paid taxes and fulfilled other financial obligations prescribed by law;
- Receive part of the remaining assets in proportion to the member’s holding when the company is dissolved or goes bankrupt;
- Be given priority to contribute more capital when the company increases its charter capital;
- Transfer, give away or otherwise dispose of the member’s own stake in accordance with regulations of law and the company's charter;
- File lawsuits in their own name of in the company’s name against the President of the Board of Members, the Director/General Director, other executives, legal representatives in accordance with Article 72 of this Law;
- Other rights prescribed by this Law and the company's charter.
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