Procedures for establishing a one-member limited liability company according to the Law of Enterprises 2020

1. Legal basis:

• Law of Enterprise 2020;
• Decree No. 01/2021/ND-CP on enterprise registration promulgated by the Government on January 4, 2021;
• Circular No. 01/2021/TT-BKHDT on enterprise registration promulgated by the Ministry of Planning and Investment on March 16, 2021.

2. What is a one-member limited liability company?

A one-member limited liability company is an enterprise owned by one organization or individual (referred to as the company’s owner). The company owner is liable for the debts and other property obligations of the company within the scope of the company’s charter capital.

3. Procedures for establishing a one-member limited liability company

(1) Required documents:

• Application for enterprise registration (according to the form in Appendix I-2 attached to Circular No. 01/2021/TT-BKHDT dated March 16, 2021 of the Minister of Planning and Investment).
• Company charter.
• Copies of the following documents:

+ Legal documents of the legal representative of the enterprise;

+ Legal documents of the owner of the company as an individual; or an organization (except in cases where the owner is the State); Legal documents of the authorized representative and letters of authorisation.

For foreign-owned companies, a copy of the legal documents of the organization shall be legalized by the consular authority;

+ Investment registration certificate for the case of enterprises established by foreign investors or economic organizations with foreign investment capital as stipulated in the Law on Investment and guiding documents.

(2) Competent authority: the Business Registration Office under the Department of Planning and Investment.

(3) Methods of submission: The person establishing the one-member limited liability company or the person authorized to register the establishment of the one-member limited liability company shall submit the application dossier to the Business Registration Office through one of the following methods:

• Direct submission at the Business Registration Office;
• Submitting through postal services;
• Online submission.

(4) Deadline for completing the one-member limited liability company registration procedure: 03 working days from the date the Business Registration Office receives a valid dossier.

(5) Result: Enterprise Registration Certificate for the one-member limited liability

After completing the procedures for establishing the one-member limited liability company at the Enterprise  Registration Office, the company shall carry out the following procedures to officially enter into operation:

• Carve the company seal.
• Purchase a digital signature for the one-member limited liability company.
• Carry out procedures with the tax authority managing the one-member limited liability company.
• Proceed to open a bank account for the one-member limited liability company.
• Hang a company signboard at the headquarters.

This article is for informational purposes only. The content of this article does not constitute legal advice and should not be considered as detailed legal advice for specific cases. For more information on these issues, please contact us for specific support and advice.