Establishment of a two- member liability company limited with foreign-owned capital

Establishment of a two- member liability company limited with foreign-owned capital

In order to set up a two-member liability company limited, which requirements do you need to meet? How about the procedures for registering for the company’s establishment? Hnlaw & Partners Law Firm would like to send you necessary procedures for setting up a two- member liability company limited in Vietnam.


* In case the investment project does not belong to the type of project necessary for applying for decisions on investment policies

Before implementing the procedure on applying investment registration certificate, the investor must declare online all the information about the investment project onto National Investment Information System. The investor shall submit a dossiers for applying for investment registration certificate to the State competent authority within 15 days after the online declaration for the dossiers.

The dossiers for applying investment registration certificate include:

  •  Document requesting for implementation of the investment project;
  •  A copy of identity card, citizen card or passport for the investor as an individual; a copy of establishment certificate or equivalent document verifying legal status of the investor as organizations
  •   Proposals for the investment project include the following contents: the investor implementing the project, the investment objective, the scope of investment, investment capital, methods for mobilizing investment capital, places, duration and progress for investment, demands for labor, and proposals for investment preferential, evaluation for the project’s economic and social effects.  
  •   Copies of some following documents: the latest 02 year financial reports of the investor; financial commitments of the mother company; commitment on financial support of financial organization;  guarantee for financial capabilities of the investor;
  •   Proposals for lands using rights; in case the project does not propose the State to hand over the lands, lease land, permit to transfer the lands using purpose, the investor must submit an agreement on leasing place or other documents verifying that the investor has rights in using the place to implement the investment project.
  •   Explanation about using technology for the projects using the technology that belongs to the list of limited transfer of technology in accordance with regulations about technology transfer including some following contents: name of the technology, origin of technology, chart for technology procedure; main technique specification, service life for the machine, equipment and technology lines
  •   BCC Contract for investment project under the type of BCC
  • Administrative organ for the procedure: Investment registration organ
  • Settlement duration: 15 days

In case, the investment project must apply for decision on investment policies of the competent authority:

The investor submits the dossier applying for decision on investment policies:

  • The National Assembly has authority to decide on investment policies for the project belonging to cases specified in Article 30 of Law on Investment.
  • The Government has authority to decide on investment policies for investment projects belonging to cases as specified in Article 31, Law on Investment.
  • Provincial People Committee has authority to decide on investment policies for the investment projects belonging to cases as specified in Article 32, Law on Investment.

After receiving the investment registration certificate, the investor implements the procedure on applying business registration certificate to set up a foreign-owned company.


The dossiers include:

  • Application form for business registration.
  • Company Charter.
  • List of members of two-member liability company limited
  • Legitimate copies of the following documents:
  • Certified Identity Card/ Passport for the case that the applicant is an individual.
  • Establishment certificate or business registration certificate or equivalent document, certified identity card/passport for the authorized representative and the authorized letter for the case the applicant is an individual.
  • Investment registration certificate for the case that the enterprise is established or jointly established by the foreign investor in accordance with Law on investment and guiding document
    • Settlement organs: Business registration organs- Department of Planning and Investment where the enterprise bases the head office.
    • Settlement duration: 5-8 working days.


After completing business registration procedures, if the clients suggest to register conditional business lines as specified in Law on Investment, it is necessary to get sub-licenses for such conditional business lines such as professional practice certificate, legitimate capital, etc.

Above-mentioned are legal ideas on the procedures on establishing two-member liability company limited in Vietnam.

If you have any concerns and questions, please ask us at:

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