Today, LSX Lawfirm will give you an article about: “Registration of a single-member limited liability company in Vietnam”, as follows:
Law on enterprise 2020
Decree No. 01/2021/ND-CP
A single-member limited liability company?
According to Article 74 of the Enterprise Law 2020:
- Firstly, single member limited liability company is an enterprise own by an organization or individual (hereinafter referred to as the company owner). The company owner is responsible for the company’s debts and other property obligations to the extent of the company’s charter capital.
- Secondly, a one-member limited liability company has legal status from the date of issuance of the Certificate of Business Registration.
- Thirdly, a one-member limited liability company may not issue shares, except in the case of conversion into a joint stock company.
From the above provisions, the basic characteristics of a one-member limited liability company drawn as follows:
– An enterprise owned by an organization or individual;
– The owner is responsible to the extent of the charter capital of the company;
– Have legal status;
– Not entitled to issue shares unless converted into a joint stock company.
Application for registration of a single-member limited liability company in Vietnam
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 legalized;
c) Finally, investment registration certificate if the enterprise founded by a foreign investor or foreign-invested business entity in accordance with the Law on Investment and its guiding documents.
You can also refer to the article related to registration of a multi-member limited liability company or a partnership or more State management of enterprise registration in Vietnam.
The owner of a one-member limited liability company is responsible for debts and obligations within the charter capital of the company. The Company owner does not have unlimited liability with all his assets like a Sole Proprietorship.
The company is owned by an individual or an organization. In general, the company owner must meet the provisions of Article 17 of the Enterprise Law 2020. That is the condition that the subjects have the right to establish an enterprise.
Since the owner has only one person or organization, this person will hold the right to operate, manage and control directly the activities of the company.
According to the provisions of Article 75 of the Law on Enterprises:
Charter capital of a one-member limited liability company at the time of business registration is the total value of assets committed by the owner to contribute and stated in the company’s charter.
Owners must contribute in full and with the right type of assets as committed when registering for business establishment. The time limit for capital contribution is 90 days from the date of issuance of the Certificate of Business Registration. In case of insufficient contribution, the owner must carry out the procedures for changing the charter capital of the one-member limited liability company.
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