1. Note about company information
Note on the subject of company establishment
All organizations and individuals have the right to establish a company when they meet the following conditions:
- Organization with legal status;
- Individuals from 18 years of age; have full civil capacity.
- Not subject to the State's prohibition on establishing a company according to the provisions of Article 17 of the 2020 Enterprise Law.
2. Note about company name
- The Vietnamese name of a single-member limited liability company 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 company name must be printed or written on transaction papers, documents and publications issued by the enterprise.
- Not subject to the prohibited cases as prescribed in Article 38 of the Law on Enterprises 2020.
3. Note about company headquarters
- The head office of an enterprise is located in 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. Notes on business lines
- Enterprises are free to conduct business in industries that are not prohibited by law, but those industries must be within the Vietnamese economic sector code system. If the industry is not clearly defined, they can register in detail the intended business industry.
- For conditional industries and professions, enterprises must ensure that they meet the conditions of each industry and profession according to the provisions of law.
- For foreign investors, the business line must comply with the WTO Commitments, the investment form and the ownership ratio in the company according to each specific industry.
5. Notes on charter capital
- The charter capital of a single-member limited liability company when registering to establish a business is the total value of assets committed to be contributed by the company owner and recorded in the company charter.
- The company owner 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 issuance of the Enterprise Registration Certificate, excluding the time for transporting and importing contributed assets and performing administrative procedures to transfer ownership of assets. During this period, the company owner has the rights and obligations corresponding to the committed capital contribution.
- In case the charter capital is not fully contributed within the time limit specified in Clause 2 of this Article, the company owner must register to change the charter capital by the value of the contributed capital within 30 days from the last day of full contribution of the charter capital. In this case, the owner must be responsible for the financial obligations of the company arising during the period before the last day of the company registering to change the charter capital as specified in this Clause.
- The company owner is responsible with all of his assets for the company's financial obligations and damages caused by not contributing, not fully contributing, or not contributing on time the charter capital as prescribed in this Article.
6. Notes on the legal representative of a single-member LLC
A single-member LLC must have at least one legal representative, who is the person holding one of the following positions: Chairman of the Board of Members, Chairman of the Company, or Director or General Director. In cases where the Company Charter does not provide otherwise, the Chairman of the Board of Members or Chairman of the Company shall be the legal representative of the company.
7. Notes on the profile of establishing a single-member LLC
- Business registration application.
- Company charter.
- Copies of legal documents of the individual for the legal representative of the enterprise;
- Copy of legal documents of the individual for the company owner who is an individual; Legal documents of the organization for the company owner who is an organization (except in cases where the company owner is the State); Legal documents of the individual for the authorized representative and document appointing the authorized representative.
- For company owners who are foreign organizations, copies of the organization's legal documents must be consularized;
- Copy of Investment Registration Certificate in case the enterprise is established by a foreign investor or an economic organization with foreign investment capital as prescribed in the Investment Law and its implementing documents.
