The application form for establishing a limited liability company is a mandatory document required when you want to carry out the procedures to establish a limited company. Depending on the type that the entrepreneur chooses, whether it is a 1-member LLC or a LLC with 2 or more members, the company establishment application form will have different requirements. Readers can refer to the sample application for establishing a limited company in our following article!

1. Law Regulations on Limited Companies

In order to establish a one-member or two-member limited company, your business needs to keep in mind the following legal provisions:

1.1 What is a Limited Company?

Co., Ltd. is a company consisting of a one-member company and a two-member or more-member company.

A company with two or more members is a company with two to 50 members, organizations and individuals.

Members shall be liable for debts owed by the company and other properties within the capital invested in the company, except as provided in Article 47 of the 2020 Enterprise Law. Partners’ equity can only be transferred under Articles 51, 52 and 53 of the 2020 Enterprise Law.

One-member limited company is a company owned by an individual. The company owner is fully responsible for debts and obligations of the company’s assets.

1.2 Characteristics of limited company

a. Characteristics of a one-member limited liability company

One member limited liability company has legal status from the date of issuance of the Certificate of Enterprise Registration.

A one-member limited liability company shall not issue shares unless it is converted into a limited liability company.

One-member limited liability company is issued corporate bonds in accordance with the provisions of the Enterprise Law 2020.

Issuance of individual bonds will be made in accordance with Articles 128 and 129 of the Enterprise Law 2020.

b. Characteristics of Company Limited with two or more employees

A limited liability company with two or more members has legal status from the date of issuance of the Certificate of Enterprise Registration.

A company with two or more members shall not issue shares unless it is converted into a company with a limited number of members.

Limited liability companies of two or more members shall be issued a vote in accordance with the Enterprise Law.

Bonds issued individually must comply with Articles 128 and 129 of the Enterprise Law 2020.

1.3 Things to keep in mind when establishing a limited company

a, Owner

To establish a limited liability company, participating organizations and individuals must have full legal capacity and not be prevented by the state from establishing or joining the company.

b, Initial capital

When registering a company, it is necessary to register the company’s capital. The law does not stipulate the minimum charter capital, as long as it is greater than 0, because the charter capital depends on the financial capacity of the sponsor and the business needs of each industry. Companies register and deposit appropriate capital. The initial capital affects the annual license tax.

According to the Enterprise Law, initial capital is the amount of capital contributed or contributed by members, shareholders and registered in the Charter of establishment of the enterprise within a certain period of time. Initial capital affects the annual royalty taxes the company must pay as follows:

If the registered capital is less than 10 billion VND, the natural resources tax rate is 2,000,000 VND/year.
Registered capital is more than 10 billion VND, license tax is 3 million VND/year.

c, Business lines

To establish a limited liability company, the law must not prohibit business activities in the industry or profession in which the company is established. The person who manages and operates the company (limited liability company) must have a business license if the law requires that the company must have a business license.

d, Company name

The name of the limited liability company must not be identical or confusing with any other legal entity. The company name must include at least two parts: the type of company and the proper name. Cannot overlap with existing company names (valid nationwide)

e, Having a headquarters under legal use rights

The company’s headquarters is the company’s contact point in the territory of Vietnam. The address is determined to include the house number, corner, lane, corner, road, street or hamlet, hamlet, parish, district, or parish. , district. Such as districts, cities, provincial cities, provinces, and centrally run administrative cities. Provide phone number, fax number and email (if available).

It is not allowed to use an apartment with residential functions at the address of the head office to perform business functions. However, some commercial centers/apartments allow investors to apply for business functions. For a specific area such as ground floor, 1st floor, 2nd floor… you can put the full address of the company headquarters where you do business, like other addresses that only have 1 address.

2. What does the application form for establishing a limited liability company include?

Below are 2 sample documents to establish a limited company, you can refer to:

2.1 Application form for establishing a one-member limited liability company

To establish a limited liability company with 1 member, the company must prepare the following documents:

• Application for registration of a one-member limited liability company specified in Appendix I-2 Circular 01/2021
• Regulations on company charter.
• Copy of valid identification documents (ID card/citizen identification card/passport) of the owner, legal representative of the company.
• In case the owner is a legal entity, submit a copy of valid personal identification of the company’s authorized representative attached.
• Establishment decision/Business registration certificate or other equivalent documents.
• Investment registration certificate if a foreign investor or a foreign-invested business association establishes a company in accordance with the law.
• Investment and Guidance Documents. If the business owner is an organization, a power of attorney from the business owner to the authorized person.
• Authorization document for organizations or individuals to carry out procedures.

2.2 Application form for establishing a 2-member limited liability company

To establish a limited liability company with two members, the company must prepare the following documents:

• Application for registration of a limited liability company with two or more members as prescribed in Appendix I-3 Circular 01/2021)
• Regulations on corporate charter.
• List of shareholders specified in Appendix I-6 Circular 01/2021);
• Copy of valid identification documents (ID card/ID card/passport) of company employees, legal representatives of the company
• In case the owner is an organization, submit a valid copy of the identification documents of the authorized representative to manage the company along with the Establishment Decision/Business Registration Certificate or other equivalent documents.
• Authorization letter from an organization to an individual to represent and manage contributed capital.
• Investment registration certificate if the company is established by a foreign investor or a foreign-invested business association according to the provisions of the Investment Law and its guiding documents.
• Authorization document for organizations or individuals to carry out procedures.

3. Procedures for establishing a limited company

The process for establishing an LLC is the same whether it is a one-member company or a two-member company. Please refer to the following content for company registration procedures.

Step 1: Prepare documents and submit documents to establish a limited company

To establish a limited liability company, it is necessary to prepare important documents and information related to our company described above.
The company registration authority is responsible for verifying the validity of the company registration dossier and issuing the Company Registration Certificate within three working days from the date of receipt of the dossier.

Step 2: Announce Information to Establish a Limited Liability Company

Immediately after submitting the application to establish a limited liability company, unlike before, you must pay the fee for publishing business registration information along with the company establishment application.
Therefore, when a company receives a company registration certificate, company information will also be published on the National Company Registration Portal.

Step 3: Carve the brand name of a limited company

Currently, after stamp carving, the company Limited manages stamps at the facility like other types of companies, without traditional stamp declaration procedures. Except for some industries, the stamp was issued by the police agency.

Note: We have the right to engrave many seals without restriction. The company seal is sufficient as long as it ensures uniform form and has information on names and procedural rules.

4. Procedures after establishment of Limited Company

Immediately after the establishment of a limited liability company, what your business needs to do immediately is:

• Open a company’s bank account
• Registration of electronic tax payment via internet and electronic signature on tax return
• Submit one’s card tax return and pay one’s card tax
• Make signboards and hang company signboards at head office
• Purchase electronic digital signatures for electronic tax payment
• Electronic Billing Request

5. Common questions about the dossier form of a limited company

5.1 Where do you want to submit the application for establishment of a Limited Company?

Applications can be submitted directly to the Business Registration Office – Department of Planning & Investment at its head office or submitted online at dangkytinhdoanh.gov.vn . In addition, there are currently many organizations providing business registration services. You can ask for advice or help with the process.

5.2 How many days does it take to establish a Limited Company?

It usually takes 3-5 days to establish a limited liability company and apply for a business establishment license, a registration license for a Vietnamese company, to the Department of Planning and Investment. In other words, it takes about 3 to 5 days to establish a domestic capitalized limited company.

5.3 How much is the establishment fee of a limited company?

According to the law, there is no fee for establishing a limited liability company. However, in practice, an additional registration fee of 100,000 VND, a stamp carving fee and a publisher stamp sample of 450,000 VND, and a review fee of the registration dossier of 750,000 VND are incurred. Register the company and obtain a company license if you do not need to be a direct legal representative. 200,000 VND.

5.4 Is the Co., Ltd. exempt from tax on first year of its establishment?

Pursuant to Clause 1, Article 1 of Decree 22/2020/ND-CP, fees for the first year of establishment or production and business activities (from 01 January to 31 December) shall be exempted in the following cases: Exemption. – Newly established organization (new tax law, new company code). According to this regulation, a limited liability company is also exempt from card tax in the first year of its establishment. It’s totally fine.

5.5 Is it possible to change into a joint stock company after establishment?

If you want to change your organization to a joint stock company after establishing a limited company, you need to go through procedures to convert the type of company.

Application form for establishing a limited liability company is an important step in the company’s establishment process. This form will contain necessary information about the company, its members, its funding sources, and other management provisions. Therefore, in order to ensure accuracy and compliance with regulations, it is recommended to consult directly with the competent authorities or obtain more information from reliable sources before preparing the dossier of establishment of Limited Company. You can immediately go to Viet American Law and Accounting for completely free consulting services.