ESTABLISHMENT OF A ONE MEMBER LIMITED LIABILITY COMPANY What is it?
A company owned by an organization or individual. The company owner is responsible for the debts and other liabilities of the company to the extent of the company's charter capital. Owners can be organizations or individuals (foreigners or Vietnamese) or anyone has the right to establish a company except for Clause 2 Article 18 of the Law on Enterprises.
Distinguish between Owner and Legal Representative
a) Company owner:
As a person directly contributing capital, is the owner of the Company and has the right to decide everything including removing all other positions in the Company. The company owner is the person with the highest decision-making power in the company.
b) Legal representative:
Being an individual representing an enterprise to exercise rights and obligations arising from enterprise transactions, representing the enterprise as a plaintiff, defendant, person with related interests and obligations before arbitration , Court and other rights and obligations as provided for by law. One member limited liability company may have one or more legal representatives. (Excerpt from Clause 2 Article 13 of the Law on Enterprises regarding the legal representative of an enterprise). The legal representative is not necessarily the Company Owner.
Papers requesting the establishment of a one-member limited liability company
a) Citizen card, ID card, passport or other legal personal identification of members as individuals.
b) Establishment decision, enterprise registration certificate or equivalent document of the organization and authorization document. Citizen card, ID card, passport or other legal personal identification of the authorized representative of an organization member.
c) If the member is a foreign organization, the copy of the Certificate of Business registration or an equivalent document must be consularly legalized.
d) Certificate of investment registration for foreign investors in accordance with the Law on Investment. NOTE: Only a certified copy of one of the above documents is required.
Steps to prepare for ESTABLISHING ONE MEMBER LIMITED LIABILITY COMPANY
Step 1:
Look up the company name to ensure that when submitting the application for the establishment of a 1 MEMBER LIMITED LIABILITY COMPANY, it is necessary to look up the company name to avoid having the same name. You can look up directly at the National Business Registration Portal data https://duthao.dkkd.gov.vn/Common
Note: The State guarantees company names throughout the territory of Vietnam. So you can only own the company name as long as no one has registered. (Citing Article 42 of the Law on Enterprises on identical and confusing names).
Step 2:
Head office of the Company The head office of the company must meet the following conditions: Number of houses, niches, alleys, alley, neighborhood. Name of street or village / hamlet; Commune / Ward / Town / District / District / Town / City Province Province / City directly under the Central Government (Citing Article 43 of the Law on Enterprises on Corporate Headquarters).
Step 3:
Choosing a business line Currently, the Enterprise Law allows you to do business in all industries that the Law does not prohibit. So apart from the main fields you can apply for many other fields. Of course you have the right to register to add more business lines at any time you want. (Excerpt from Clause 1 Article 7 of the Law on Enterprises on the rights of enterprises).
Step 4:
Registered charter capital Charter capital is the total value of assets contributed or committed to contribute by members when establishing a limited liability company or partnership; is the total par value of shares sold or registered for purchase upon the establishment of a joint-stock company.
The law also has no regulations on minimum and maximum capital levels.
However, the License tax rate is based on the Registered Charter Capital of the company. Currently, the Enterprise Law does not have a provision to prove capital when establishing a company. So, depending on the size of the company's operations, you register the capital accordingly.
This is the main condition required to comply with current legal regulations.
License period
03 working days (in case the application is valid).
ABA law will perform all of the following procedures:
- Receive requested information.
- Advisory procedures related to the ESTABLISHMENT of a ONE MEMBER LIMITED LIABILITY COMPANY, taxes payable ...
- Consulting company names, charter capital, business lines.
- Compilation of all related documents.
- Follow all procedures with licensing authority.
CONTACT INFORMATION
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(Support English/Vietnamese, Zalo, Viber, Whats App) +84 938 165 817
See more: ESTABLISHMENT OF A 2 MEMBER LIMITED LIABILITY COMPANY
