Registration of a multi-member limited liability company in Vietnam

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Legal grounds

Law on enterprises 2020

Decree No. 01/2021/ND-CP

Features of a 2-member limited liability company in Vietnam

Accordingly, the provisions of the Enterprise Law 2020, there are specific provisions that a limited liability company with two or more members is an enterprise, in which:
– Then, Members can be organizations or individuals; the number of members does not exceed fifty;
– Members are responsible for debts and other property obligations of the enterprise within the amount of capital committed to contribute to the enterprise.
A member’s capital contribution may only transferred.
– Then, a limited liability company has legal status from the date of issuance of the business registration certificate.
– Limited liability companies do not entitle to issue shares.

Capital and legal status of a limited liability company with 2 or more members in Vietnam

– Firstly, features of legal status:

• The limited company has a legal person status.
• The legal status of a limited company determined from the date of issuance of the business registration certificate.
• Performance of all rights and obligations of a limited company due to transactions before the time of issuance of the business registration certificate is under the obligations of the company.

– Capital characteristics:

• The limited company has its own assets.
• The company’s own assets are a unified block. separate from the private property of the members and expressed in money through the concept of capital

– Thirdly, features of limitation of liability:

• Limiting the liability of the company for all its activities is the private property of the company.
• The members of the company are responsible for the operation of the company and also limited to the amount of capital they have committed to contribute to the company.
• This means that even if the member has not actually contributed capital to the company but just registered, he is still responsible for the operation of the company.

Application for registration of a multi-member limited liability company or a joint-stock company

1. Firstly, Application form for enterprise registration.

2. Secondly, the company’s charter.

3. Thirdly, list of members of the multi-member limited liability company.

4. Copies of the following documents:

a) Legal documents of the enterprise’s legal representative;

b) Then 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.

If a member or shareholder is a foreign organization, copies of legal documents of that organization must be legalized;

c) Finally, Investment registration certificate if the enterprise is founded or co-founded by foreign investors or foreign-invested business entities in accordance with the Law on Investment and its guiding documents.

You can also refer to the article related to application for registration of a partnership in Vietnam, or the issue of withdrawing capital from a partnership in Vietnam, conditions on foreign investment capital in Vietnam or Investment Registration Certificate Renewal Service in Vietnam.

Related questions

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