Guide on single-member limited liability company registration in Vietnam

Vietnam’s environment for businesses is dynamic, reflected in the country’s growing economy, increasing middle-income group, larger young population, greater mobility, urbanization, and shift in consumer attitude. Vietnam is a rising choice for foreign entrepreneurs, due to its fast-growing economy, political stability, young and low-cost workforce, attractive tax regime, free international trade agreement, favorable geography for international trade, and an open-door policy for foreign investment. A single-member limited liability company is owned by an individual or owner, who is liable for the company’s debts, and other liabilities equal to the company’s charter capital.

Vietnamese single-member LLC

This is a corporation that is held by a single person or individuals, and it has the status of a legal entity beginning on the day that the certificate of enterprise is given or issued. This company does not issue shares, except those issued based on equity; nonetheless, the single-member limited liability company can issue bonds by the enterprise legislation of Vietnam or the relevant regulations on the private placement of bonds.

Benefits of setting up your LLC 

1. Protect members from lawsuits by avoiding bank seizure of personal assets in a crisis
2. Compared to larger companies, it reduces paperwork
3. Present your business as credible to ensure high transparency 
4. LLC helps the company and members avoid double taxation
5. At the death of a shareholder/shareholders, the company continues to exist
6. Provide high opportunity and potential for expansion.

Registering your business 

1. Contact a professional business lawyer
2. Describe your business plans 
3. Get legal advice and select the best business structure for your business
4. Collect the required information and documents
5. Apply for business licenses 
6. Complete relevant post-registration
7. Run your business 

The estimated time of completion of the registration process is 30 days.

Formation of a single-member LLC in Vietnam

1. Apply for registration of formation of a single-member limited liability company 
2. Get a Vietnam single-member LLC’s memorandum and articles
3. Have copies of the various document which include:

1. The identification paper of the legal representative of the limited liability company
2. Identification documents of the individual or company owner; owner’s legal documents (excluding state-owned)
3. Identification of the company-authorized representative and written appointment of the authorized representative
4.  For foreign entity (company): the copy of the company’s legal paper from the consulate
5. Certificate of investment registration.

Other processes of registration of single-member LLCs in Vietnam

The owner or founder, legal representative, or authorized representative to register the company, submit to the provincial business registration agency in Vietnam, an application file to register for the formation of the entity. The medium of submission includes:

1. To the provincial business registration office directly in Vietnam
2. Through postal services
3. Through the Vietnam Ministry of Planning and Investment website. 
4. The national business registration portal

Outcome of registration

The provincial business registration agency in Vietnam examines the application files for such entities, three days from the receipt of the document. 

They will provide a certificate of business registration for the formation of a single-member LLC in Vietnam if the application is judged to be satisfactory and to meet the requirements. If the application files are found to be invalid and unsatisfactory, the provincial agency that oversees the registration of businesses will send a letter of notification to the owner of the business, outlining the sections of the application that need to be revised and supplying the legal representative with a list of those sections.

When an application for business registration is turned down, the agency responsible for registering businesses in the province sends a letter to the legal representative of the company explaining the reasons why the application was denied.

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