How to set up a one- member liability limited company

How to set up a one- member liability limited company

In order to set up a one-member liability limited company, you must understand about the regulations in relation to one-member liability limited company and the establishment procedures as follows:

  1. Legal Basis:
  • Enterprise Law 2014
  • Decree no. 78/2015/ND-CP on business registration
  • Decree no. 108/2018/ND-CP amending decree no. 78/2015 on business registration
  • Circular 20/2015/TT- BKHDT on business registration promulgated by Department of Planning and Investment
  • Circular 02/2019/TT- BKHDT amending Circular 20/2015/TT- BKHDT on business registration promulgated by Department of Planning and Investment
  • Circular No. 215/2016/TT-BTC dated November 10, 2016, on amounts, collection, payment, management and use of fees for providing information about enterprises, charges for enterprise registration

Accordingly, in Article 73 of Law on Enterprise 2014, a one-member liability limited company is defined as follow:

  • A one-member liability limited company is an enterprise owned by an organization or an individual (herein after called as the company’s owner); the company’s owner shall have responsibilities in all debts and other obligations of the company within the charter capital contributed to the company
    • The one-member liability limited company has legal status since the issuance of the business registration certificate
    • The one-member liability limited company has no rights in issuing shares.

In order to establish one-member liability limited company, it is necessary to prepare detailed information and dossiers as follows:

2. Name of the company: The name of the company can be chosen by the enterprise; written in English or Vietnamese. For example: Hung Phat Investment Consultation One-Member Liability Limited Company.

  • When you name an one-member liability limited company, the name must include the following two elements as follows:
  • The first element: the type of enterprise. The name of enterprise is written such as “liability limited company” or “LTD” for such a liability limited company.
  • The second element: Private name. The private name is written with Vietnamese alphabet and letters: “F”, “J”, “Z”, “W”, digits and symbols. The private name of the enterprise does need to have meanings in Vietnamese. It is Ok for the name with alphabets in Vietnamese alphabets.
  • The name of the company must not use words or symbols that offend the history, tradition, culture of Vietnam and be not confused with another enterprise’s name.

For example:  Sunrise One-Member Liability Limited Company.

3. Regarding to a specified address to open a company:

The headquarter of an enterprise is a location in Vietnam with an address which consists of the house number, street, commune, district, province, phone number, fax number, and email address (if any).

The business address must belong to the ownership and legitimate use of the enterprise with legitimate certificate on lands using rights and the house leasing contract. The address which is specified in such an establishment dossier of the enterprise must have specific information such as number of house, street, commune, district, and province.

4. Business lines or the establishment:

The main business lines is one of the very important elements for such an operation process of the enterprise. It is necessary to consider whether (1) the main business lines are allowed to operate in the place where the enterprise uses as its head quarter (2) the main business lines are in line with the economic development plan and economic branch of each location. You must think about registration for main business lines which are suitable with your current business plan and can develop appropriately with the operation and development plan in the future.

The one-member liability limited company can register main business lines in the same way with other types of companies following with main business lines as specified in regulations of Department of Planning and Investment.

5. In term of charter capital:

One-member liability limited company is established with one individual or an organization with the charter capital and registered owner’s capital. The individual/ organization has rights to register charter capital in line with the demands and operation demands of the company. You need to declare about the charter capital suitably with your business scope and size because you must be liable with your business operation within your registered charter capital.

6. The application dossiers for registration of a limited liability company include:

  • An application form for business registration.
  • The company’s charter.
  • A list of members.
  • Copies of:
  • Copies of the Identity Card or other Identity Card papers of members being individuals;
  • Decision on Establishment, Certificate of Business registration, or an equivalent document of the organization and the letter of authorization; the Identity Card or other Identity Card papers of the authorized representatives of members being organizations. If a member is a foreign organization, the copy of the Certificate of Business registration or an equivalent document must be consularly legalized.
  • The Certificate of Investment registration of the foreign investors as prescribed by the Law on Investment.

Accordingly, you submit a dossier for business registration application for a limited liability company to the business registration department at a provincial level.  

Number of dossier: 01 file

Duration for result’s settlement: From 3 to 5 days since the dossier’s submission. The legal representative or the authorized person shall receive the result for the company registration in case the application dossier is valid.  

The result for the administration procedure: Business Registration Certificate.

Finally, you should promulgate the content on new- established enterprise on the national information gate.  The promulgated content includes contents specified in the business registration certificate and information about main business lines of the company.

Note: The duration which the enterprise needs to implement information promulgation on the national information gate is 30 days since the issuance of the company registration certificate.

After the company’s registration, the enterprise must implement the following activities:

  • Making seal for the enterprise and notice for using the company seal into the national information gate. The enterprise have rights in deciding on formals, contents and quantity of its seals. The enterprise can have a number of seals with the same formals and contents.
  • Before using the seal, the one liability limited company should come to the Business Registration Department at the head quarter place to load a notice on using the company seal onto the national information gate. The content of the notice should include:
  1. Name, code and address of the enterprise;
  2. Number of seals, seal sample, the validity term for the seal sample.
  3. When receiving the notice about the enterprise’s sample, the business registration department gives the receipt document for the enterprise and load the seal sample onto the national information gate.
  4. After that, the enterprise can make the company’s name board and attach the board at the company’s head quarter.
  5. You can ask us about the procedures in relation to tax and banking issues after the receipt of the business registration certificate and company seal at or call us at (+84)912918296 for Hnlaw & Partners Law Firm’s advice.

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