Establishment of 2-member limited liability company

General provisions on limited liability companies with 2 members or more

1. According to Article 47 – Enterprise Law No. Law No. 68/2014 / QH13 issued by the 13th National Assembly, effective from July 1, 2015, the limited liability company with two or more members is Business, in which:

a) Members may be organizations and individuals; the number of members does not exceed 50;

b) The member is responsible for the debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise, except for the case stipulated in Clause 4, Article 48 of the Law on Enterprises, Law No. 68 / 2014 / QH13;

c) The capital contribution of the member can only be transferred in accordance with Articles 52, 53 and 54 of the Enterprise Law Law No. 68/2014 / QH13.

2. A limited liability company with two or more members has the legal person status from the date of issuance of the business registration certificate.

3. A limited liability company with two or more members may not issue shares.

Steps to establish a limited liability company with 2 or more members

Step 1: Prepare the necessary information to establish a limited liability company with two or more members.

1. Information of legal representatives and capital contributing members.

  • Notarized people’s identity card must not exceed 3 months, the identity card validity period must not exceed 15 years of legal representative and capital-contributing member (individual capital-contributing member is an individual);
  • Permanent address of capital contribution member and legal representative (capital contributing member is an individual);
  • Current address of capital contributors and legal representatives (capital-contributing members are individuals)
  • Capital contribution ratio of members;

2. The company name is expected to be placed

The company name must be written in Vietnamese, must have at least two components which are the type of enterprise + proper name.

For example: Type “ABC COMPANY LIMITED” Type: “Limited”, My name is: “ABC”

Company name cannot match previous company name (Applied nationwide)

3. Address of company headquarters

The head office of an enterprise is the contact point of an enterprise in the territory of Vietnam, with a defined address including the number of houses, alleys, alleys, roads, villages or hamlets. , towns, districts, towns, provinces, provinces and cities directly under the central government

Apartments with a residence function are not allowed to set their office address to perform business functions there, however, in some commercial centers / condominiums, investors can register for office. business ability. For certain and specific areas such as ground floor, first floor and second floor … And for other addresses with clear addresses, you can absolutely set the address of the enterprise’s head office for business.

4. Business lines

Business lines must match the level 4 industry code in the national economic system. For conditional occupations, it is required to satisfy the conditions prescribed by law to be established (For example: conditions for practicing certificates, conditions on child licenses, conditions on legal capital … ).

5. Registered capital

  • Charter capital is the amount of capital contributed or committed by members in a certain period and recorded in the company’s charter.
  • Charter capital affects the excise tax rate that enterprises must pay annually as follows:
  • charter capital from 10 billion VND or less of license tax is 2,000,000 VND / year;
  • Chartered capital of over VND 10 billion of license tax is VND 3,000,000 / year.

Step 2: Prepare and submit a dossier to set up a limited liability company with 2 or more members at DPI

  • A dossier of establishment of a limited liability company with 2 or more members includes:
  • Request for business registration signed by the legal representative of the company (according to the prescribed form);
  • Draft charter of the company signed by every member and representative by law (1 copy);
  • List of members (1 copy);
  • Valid copy of the identity card or passport of the members (for individual members). (Notarized ID card is not more than 3 months old, the time limit for ID card is less than 15 years);

After the drafting, the application file will be submitted to the business registration office of the Department of Planning and Investment (1 set). After 3-5 working days, if the application is valid, the DPI will issue a certificate of business registration.

Step 3: Announcing the content of business registration on the national portal

After being granted a business registration certificate, the enterprise must publish a public announcement on the National Portal on business registration in accordance with the order and procedures and must pay fees as prescribed. The content of the announcement includes the contents of the business registration certificate and information on the business lines of the limited liability company with 2 or more members;

Note: The time limit for an enterprise to publish a statement on a national information portal within 30 days from the date of issuance of a business registration certificate.

If enterprises do not publish business registration information on time According to the provisions of Article 26, Decree 50/2016 / ND-CP, effective on July 15, 2016, stipulating the sanctioning of administrative violations in the field Planning and investment areas will be fined from 1,000,000 VND to 2,000,000 VND and overcome the consequences: forced to announce the contents of business registration on the National Portal on business registration.

Step 4: Fix the legal mark of the enterprise and post the seal form on the national portal

After obtaining a certificate of business registration, the Company conducts procedures to engrave a legal entity and publish the form even on the national portal.

Note: Currently, according to the provisions of the Enterprise Law 2014 is in effect in 2015:

Enterprises have the right to decide on the form, quantity and content of the seal of the enterprise. The content of the seal must show the following information:

  • Company’s name
  • Business code.

Step 5: Procedures after obtaining the business registration certificate + seal.

After having a certificate of business registration + tax code + seal, many business owners, especially young people start their businesses, said that it has completed the conditions for establishing 2-member limited liability companies. members or more, immediately put all their minds into their passion as well as other preparatory jobs such as customers, markets, marketing … to quickly have revenue that “accidentally” forgot to make a procedure number later. Lead to inspection by tax administration agency and penalty of tax or tax code. So you should not miss the following work!

  • Hanging signs at the company headquarters;
  • Contents of company signs include: Company name + lease code + Company address
  • Buy a token (Digital Signature) to file tax returns online.
  • Submit license tax return

Deadline for submission of declarations:

+ If the enterprise has not operated immediately, within 30 days from the date of the enterprise’s business registration certificate;

+ If operating immediately, the enterprise must pay immediately in the month the enterprise has a business registration certificate.

 Pay excise tax for this year.

The excise tax payable by enterprises is stipulated as follows:

+ The license tax rate is VND 2,000,000 / year if the charter capital is VND 10 billion or less;

+ The license tax rate is VND 3,000,000 / year if the charter capital is over VND 10 billion.

Time limit for payment of excise tax

+ The first year of establishment: Within 30 days after obtaining the business registration certificate and submitting the license declaration

+ The following years: Before January 30 every year, it is best to submit before January 20.

Penalties for late payment of license fees

According to Circular 130/2016 TT-BTC of the Ministry of Finance as follows:

Penalty amount = excise tax amount x0.03% x Number of days of late payment

Note: If a new enterprise is established after July 1, the license tax of that year must be paid only 50% of the whole year

• Open the bank account of the company + submit the bank account notice to DPI + activate step 1, step 2 to pay electronic tax

  • Initial tax return at the tax department that manages the company;
  • Complete procedures for printing and issuing VAT invoices for businesses;
  • Complete other business conditions (for conditional business lines)

Above are all the steps to establish a two-member limited liability company, which is full, accurate and lawful and avoids the following risks.

Hotline: 0912918296

Email: dinhhoangnhung@hnlaw.vn

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