Procedures for establishment of multi-member limited liability companies in Vietnam (latest)

Currently, procedures for establishment of multi-member limited liability companies in Vietnam are in accordance with the Decision No. 1523/QĐ-BKHĐT and Decree No. 122/2020/NĐ-CP. Specifically as follows:

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DOWNLOAD: Application form for enterprise registration

DOWNLOAD: List of members

1. Compositions of application for registration of a multi-member limited liability company

According to Decree No. 122/2020/NĐ-CP of Vietnam’s Government on single-window cooperation in processing applications for registration of enterprises, Decree No. 78/2015/NĐ-CP of Vietnam’s Government on enterprise registration and Decision No. 1523/QĐ-BKHĐT, application for registration of a multi-member limited liability company shall include:

1. Application form for enterprise registration;

2. The company’s charter (fully obtaining signatures of all persons participating in the establishment of the enterprise);

3. List of members (fully obtaining signatures);

4. Legitimate copies of:

+ ID paper if the founder is an individual, to be specific:

  • Vietnamese citizen: unexpired ID card or Vietnamese passport

  • Foreigner: unexpired foreign passport or an equivalent document.

+ The decision on establishment or certificate of enterprise registration or an equivalent document, ID paper of the authorized representative and the letter of attorney if the founder is an organization;

+ The certificate of investment registration if the enterprise is founded or co-founded by foreign investors or foreign-invested business organizations according to the Law on Investment and its instructional documents.

5. A legitimate copy of the license or written approval issued by the State bank of Vietnam in case of registration of credit institutions;

6. Original certificate of business household registration and a legitimate copy of the tax registration certificate in case registering the establishment of a business on the basis of conversion from a business household.

In case the enterprise or its founder authorizes another organization or individual to follow enterprise registration procedures, the authorized person must submit one of the personal identification papers together with:

- A legitimate copy of the service contract between the enterprise or its founder and the enterprise registration agent, and a letter of introduction; or

- The letter of attorney as prescribed by law.

Note: These documents are not required to be notarized or authenticated.

2. Forms of submission and fee for application for registration of a multi-member limited liability company

The person establishing the enterprise or the person authorized to carry out the enterprise registration procedures shall submit an enterprise registration dossier in one of the following three forms:

Forms

Fees

Register directly

VND 50.000 

(according to Circular No. 47/2019/TT-BTC)

Register online using public digital signatures 

No fee

(according to Circular No. 47/2019/TT-BTC)

Register online using business registration accounts

No fee

(according to Circular No. 47/2019/TT-BTC)

3.  Place for submitting application for registration of a multi-member limited liability company

- Submit directly at the Business Registration Office - Department of Planning and Investment where the headquarter is located.

- Submit online on the National Business Registration Portal https://dangkykinhdoanh.gov.vn.

4. Settlement of application and issuance of the certificate of enterprise registration

After receiving the application, the Business Registration Office shall give a confirmation slip.

The Business Registration Office shall proceed application within 03 working days as follows:

* Submit application directly:

- The Business Registration Office shall issue the certificate of enterprise registration and confirmation of change of enterprise registration information within 03 working days from the receipt of the satisfactory application.

- In case of refusal to issue the certificate of enterprise registration, the Business Registration Office shall notify the enterprise founder in writing.

* Submit application via public digital signatures:

- If the application is satisfactory, the Business Registration Office shall send information to the tax authority to automatically generate an enterprise ID number.

- After receiving the enterprise ID number from the tax authority, the Business Registration Office shall issue the certificate of enterprise registration and notify the applicant. 

- If the application is not satisfactory, the Business Registration Office shall send an electronic notification to the applicant for revision or supplementation of the application.

* Submit application via business registration accounts:

- The Business Registration Office shall examine the application and send an electronic notification to the applicant for revision or supplementation of the application if it is not satisfactory. 

- If the application is satisfactory, the Business Registration Office shall send information to the tax authority to generate an enterprise ID number. 

- After receiving the enterprise ID number from the tax authority, the Business Registration Office shall send an electronic notification of issuance of the certificate of enterprise registration to the applicant. After receiving the notification, the legal representative shall submit a paper application for enterprise registration enclosed with the confirmation slip to the Business Registration Office, whether directly or by post.

- After receiving the paper application, the Business Registration Office shall compare documents therein with the documents submitted online and issue the certificate of enterprise registration if they are consistent.

Note: If the Business Registration Office does not receive the paper application within 30 days from the day on which the notification of issuance of the certificate of enterprise registration is sent, the online application is no longer valid.

Le Vy

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