1. Legal basis
- Enterprise Law 2020;
- Decree 47/2021/ND-CP;
- Decree 01/2021/ND-CP.
2. Limited liability company with 02 or more members
A limited liability company with two or more members is an enterprise with from 02 to 50 members who are organizations or individuals. Members are responsible for the debts and other property obligations of the enterprise within the scope of the capital contributed to the enterprise.
3. Characteristics of limited liability companies with 02 or more members
- A member of a company is an individual or organization that owns part or all of the company's charter capital. The minimum number of members of a company is 02 and does not exceed 50 members.
- A limited liability company with two or more members has legal status from the date of issuance of the Certificate of Business Registration. The company's assets are separate from the assets of the company's members.
- The company is responsible for its financial obligations and debts with its assets. Members are responsible for its debts and financial obligations within the scope of their capital contribution to the company.
- A limited liability company with two or more members is not allowed to issue shares. However, the company is allowed to issue bonds to raise capital.
- Company members are allowed to transfer part or all of their capital contribution to others but must comply with certain conditions.
4. Notes when establishing a limited liability company with 02 or more members
4.1. Notes on the subject of company establishment
- Organization with legal status; individual from 18 years old; has full civil act capacity
- Not subject to the State's prohibition on establishing a company according to the provisions of Article 17 of the 2020 Enterprise Law.
- Number of members: 02 members (individuals or organizations) are required to contribute capital and the number of members contributing capital cannot exceed 50.
4.2. Note about company name
- The Vietnamese name of a limited liability company with two or more members must include two elements: the type of enterprise (LLC/Limited Liability Company) and the proper name.
- The business name must be attached at the head office, branches, representative offices, and business locations of the business.
- The business name must be printed or written on transaction papers, documents and publications issued by the business.
- Not subject to the prohibited cases as prescribed in Article 38 of the Law on Enterprises 2020.
4.3. Notes on industry when registering to establish a company
- Enterprises have the right to freely conduct business in industries and trades that are not prohibited by law and must satisfy all investment and business conditions when conducting business in industries and trades with conditional investment and business; industries and trades with conditional market access for foreign investors according to the provisions of law and ensure that such conditions are maintained throughout the business operation;
- When registering to establish a business, the business founder chooses a level 4 (four) economic sector in the Vietnam Economic Sector System (Decision No. 27/2018/QD-TTg dated July 6, 2018 of the Prime Minister);
- In case an enterprise needs to record a more detailed business line than the fourth-level economic sector, the enterprise shall select a fourth-level economic sector in the Vietnamese Economic Sector System, then record the enterprise's detailed business line below the fourth-level sector, but must ensure that the enterprise's detailed business line is consistent with the chosen fourth-level sector. In this case, the enterprise's business line is the detailed business line that the enterprise has recorded;
- For business lines and occupations that are not included in the Vietnamese Economic Sector System but are regulated in other legal documents, the business lines and occupations shall be recorded according to the business lines and occupations regulated in those legal documents.
4.5. Note on company headquarters
- The head office of an enterprise is located in the territory of Vietnam, is the contact address of the enterprise and is determined according to the administrative unit's boundaries; has a telephone number, fax number and email (if any);
- Company headquarters are not allowed to use apartments or collective houses.
4.6. Notes on charter capital when establishing a company
- The charter capital of a limited liability company with two or more members when registering to establish a business is the total value of the capital contribution that the members commit to contribute and is recorded in the company's charter. For industries and professions that do not require capital, the members themselves decide and register the capital when establishing the company.
- Members must contribute capital to the company in full and with the correct type of assets as committed when registering to establish the enterprise within 90 days from the date of being granted the Certificate of Enterprise Registration;
- In case a member has not contributed capital or has not fully contributed the committed capital, the company must register to change the charter capital and the capital contribution ratio of the members by the contributed capital within 30 days from the last day to fully contribute the capital contribution. Members who have not contributed capital or have not fully contributed the committed capital must bear responsibility corresponding to the committed capital contribution ratio for the company's financial obligations arising during the period before the date the company registers to change the charter capital and the capital contribution ratio of the members.
- Company members are not allowed to withdraw their contributed capital from the company in any form, except in the following cases:
- A member has the right to request the company to buy back his/her capital contribution if that member has voted against a resolution or decision of the Board of Members;
- Transfer part or all of your capital contribution to another person;
- A company member is an individual who dies, is declared missing by the Court, has limited or lost civil capacity, has difficulty in cognition or behavior control;
- Reduce charter capital by returning a portion of the capital contribution to members in proportion to their capital contribution in the company's charter capital if the business has been operating continuously for 02 years or more from the date of business registration.
4.7. Notes on the company's legal representative
- The legal representative of an enterprise is an individual who represents the enterprise in exercising the rights and obligations arising from the enterprise's transactions, represents the enterprise as a person requesting settlement of civil matters, plaintiff, defendant, person with related rights and obligations before the Arbitration, Court and other rights and obligations as prescribed by law;
- A two-member limited liability company may have one or more legal representatives and must ensure that there is always at least one legal representative residing in Vietnam;
- If a member who is an individual acting as the legal representative of the company dies, goes missing, is being prosecuted for criminal liability, is being detained, is serving a prison sentence, is serving an administrative measure at a compulsory drug rehabilitation facility, a compulsory education facility, escapes from his/her place of residence, has limited or lost civil capacity, has difficulty in cognition or behavior control, is prohibited by the Court from holding a position, practicing a profession or doing certain work, the remaining member shall automatically become the legal representative of the company until a new decision is made by the Board of Members on the legal representative of the company.
4.8. Notes on procedures to be performed after company establishment
After establishing a limited liability company with 02 members, the following procedures must be carried out:
- Carve legal seal for company;
- Hanging signs at company headquarters;
- Open a corporate bank account and notify the competent state agency;
- Register for digital signature to pay taxes electronically;
- Declare and pay business tax;
- Print and order invoices;
- Contribute capital in full and on time within 90 days from the date of issuance of business registration.
