APPLICATION OF A LIMITED LIABILITY COMPANY

Limited liability company (LLC) appears later than other types of companies, because this is purely a product of the legislative process. However, that does not hinder the strong growth of this type of company around the world. Even in Vietnam, among the types of businesses, limited liability companies are always the first choice of investors. 

I. About Limited Liability Company.

Limited liability companies include one-member limited liability companies and limited liability companies with two or more members. A limited liability company with two or more members is an enterprise with from 02 to 50 members being organizations and individuals. Members are responsible for debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise, except for the case specified in Clause 4, Article 47 of the Enterprise Law 2020. Capital contributions of members may only be transferred according to the provisions of Articles 51, 52 and 53 of this Law.

II. Application of establishment of a limited liability company.

A limited liability company in general, when registering for business establishment, needs to prepare the following dossiers:

1. An application for business registration.

2. The company's charter.

3. List of members.

4. Copies of the following documents:

• For one-member limited liability companies.

For a one-member limited liability company, the list of members is not a mandatory document. Business owners need to add the following specific documents:

- Copy of the individual's legal papers for the legal representative of the enterprise. -Copies of legal papers of relevant individuals and organizations (except for cases where the company owner is the State); Legal documents of the individual for the authorized representative. For the owner of the company being a foreign organization, copies of legal papers of the organization must be consular legalized. - Investment registration certificate in case the enterprise is established with foreign elements as prescribed in the Law on Investment and implementation guiding documents.

• For limited liability companies with two or more members.

To establish a two-member limited liability company, in addition to the basic documents mentioned above, the enterprise in this case needs to prepare:

- List of members for a limited liability company with two or more members.

- A copy of the individual's legal papers, for the legal representative of the enterprise.

- Copies of legal papers of individuals, for company members; Legal papers of the organization, for members being foreign organizations; Legal papers of individuals, for authorized representatives of foreign members or organizations. For foreign members and organizations, copies of legal papers of the organization must be consular legalized.

- Investment registration certificate in case the enterprise is established or participates in the establishment with foreign elements as prescribed in the Law on Investment and implementation guiding documents.