In order to develop their business goals, many individuals and organizations choose to establish a one-member limited liability company. For legal establishment, the owner must submit a complete and accurate set of application of establishment of a one-member limited liability company. If you are still having difficulty in preparing documents, please refer to the application form for establishing a one-member limited liability company, detailed below of Viet My.

1. How is a one-member limited liability company interpreted?

According to Clause 1, Article 74 of the Law on Enterprises 2020, a one-member limited liability company is defined as an enterprise owned by an individual or an organization, in which the owner of the limited liability company is 1 Members are responsible for debts and other property obligations within the company’s charter capital.

A 1-member limited liability company has legal status from the date of issuance of the Business Registration Certificate and a 1-member limited liability company is not allowed to issue shares, except in the case of conversion of type. form a joint stock company.

Pursuant to the provisions of the Enterprise Law and Decree 01/2021/ND-CP, a one-member limited liability company includes the following characteristics:

– Owned by an individual or organization.

– The owner of a one-member limited liability company must be responsible within the company’s charter capital for debts as well as other property obligations of the company.

– Has legal status starting from the date of issuance of the Business Registration Certificate.

– Do not issue shares except in the case of issuing shares for the purpose of converting from a one-member limited liability company to a joint stock company. However, this one-member limited liability company is allowed to issue bonds.

2. Application form for establishing a one-member limited liability company

You can refer to the application form for establishing a 1-member limited liability company below.

* Profile components:

1. Application for business registration according to the form specified in Appendix I-2 of Decree 122/2020/ND-CP.

2. Draft of the company charter (must have full name and signature of the company owner if an individual or the legal representative of the company owner if an organization).

3. A valid copy of 1 of the individual’s authentication documents according to the provisions of Article 10 of Decree 78/2015/ND-CP for the individual who is the owner or of the authorized representative if the The company is organized and managed according to the model of Chairman, Director or General Director and the Controller of the organization is the owner;

In case the company is organized and managed according to the model of the Board of Members, Director or General Director and Controllers, the dossier includes a List of authorized representatives and a valid copy of one of the Personal identification documents specified in Article 10 of Decree 78/2015/ND-CP of each representative.

4. Valid copies of the following documents:

– Decide to establish; Business registration certificate or other equivalent legal documents of the company owner in case the company owner is an organization (except in cases where the company owner is a State water).

– Investment registration certificate in case of businesses and companies established by foreign investors or economic organizations with foreign investment capital according to regulations.

5. Commitment to implementing social and environmental goals (for social enterprises).

6. Decision of the competent state agency on allowing the conversion of social protection establishments, charity funds, and social funds into social enterprises in the case of converting social protection establishments and funds from charity, social funds into social enterprises.

7. Valid copy of the license or written approval of the State Bank of Vietnam in case of establishing a credit institution.

8. Original certificate of business establishment registration and a valid copy of the Tax registration certificate in case of registering to establish a company on the basis of conversion from a business household.

9. Authorization document of the owner authorizing the authorized person in case the owner of the company is an organization.

10. In case the company owner or the company’s legal representative does not come directly to submit the application, the authorized person must submit a valid copy of one of the following documents to authenticate the application. core:

– For Vietnamese citizens: Citizen identification card/ID card or valid Vietnamese Passport.

– For foreigners: Foreign passport or other documents that can replace a valid foreign passport.

Attached is the prescribed authorization document for the individual to carry out procedures related to business registration.

These documents are not required to be notarized or authenticated.

* Number of documents: 01 set

3. Procedures for establishing a one-member limited liability company

Pursuant to Decision 1532/QD-BKHDT stipulating procedures for establishing a one-member limited liability company are carried out in the following order:

3.1 Steps to establish a one-member limited liability company

Step 1: Submit the application package

There are 02 ways to submit applications, specifically:

Method 1: Submit the application directly to the one-stop department of the Business Registration Office under the Department of Planning and Investment where the one-member limited liability company is headquartered.

Method 2: Register online at the National Information Portal on business registration using a public digital signature or business registration account (for Hanoi and Ho Chi Minh City, you must register online).

Step 2: Receive and process the dossier

* In case of submitting the application directly

– Legal representative/Authorized person submits documents and pays fees at the Business Registration Office.

– Upon receiving the application, the Business Registration Office will issue a Receipt.

+ If the dossier is invalid, the Business Registration Office will refuse to issue the Business Registration Certificate and notify in writing.

+ If the application is valid, the Business Registration Office will issue a Business Registration Certificate.

* In case of submitting documents online when using public digital signatures

– The legal representative/Authorized person must declare information, download electronic documents and digitally sign the electronic registration dossier according to the process on the National Business Registration Portal.

+ If the dossier is not valid, the Business Registration Office will send a notice to request the company to amend and supplement the dossier.

+ If the application is valid, the Business Registration Office will send information to the tax authority to automatically create a business code.

Upon receiving the business code from the tax authority, the Business Registration Office issues a Business Registration Certificate and notifies the company.

* In case of submitting documents online when using a business registration account

– The legal representative/Authorized person must declare information and download electronic documents of personal certification documents at the National Portal for business registration so that the company can be issued a Business Registration Account.

– The legal representative/Authorized person uses the issued Business Registration Account to declare information, download electronic documents and certify business registration documents online.

+ If the set of documents is not yet valid, the Business Registration Department will ask the applicant to revise and supplement it.

+ If the file is valid, the Business Registration Office will inform the tax office to generate the tax code of the enterprise and notify the company after receiving the code from the tax agency.

Step 3: Get results

When receiving the results of document processing at the one-stop shop of the Business Registration Office, the Legal Representative/Authorized Person must bring the following documents:

– A receipt is issued to process the file.

– In case the company owner or the company’s legal representative does not directly receive the results, the authorized person must submit a valid copy of one of the following personal documents:

+ For Vietnamese citizens: Citizen identification card/ID card or valid Vietnamese Passport.

+ For foreigners: Foreign passport or valuable documents replacing a valid foreign passport.

Attached is the authorization document as prescribed by law for the individual to carry out procedures related to business registration.

* Processing time: 03 working days from the time of receiving complete documents.

3.2 Fees for establishing a one-member limited liability company

– Registration fee to establish a 1-member limited liability company: 50,000 VND/time.

– Fee for publishing content on business registration: 100,000 VND/time.

– Fee exemption for cases of registering to establish a 1-member limited liability company electronically, or registering to establish on the basis of conversion from a business household.

– The person submitting a business registration application must pay a fee for announcing the business registration content and a business registration fee at the time of submitting the application for company establishment registration. Company registration fees and charges can be paid directly at the Business Registration Office or transferred to the Business Registration Office’s bank account or using electronic payment services. The company registration fee is not refundable to the company in case the company is not licensed to register to establish a company. In case the company is not licensed to establish a company, the company will be refunded the fee for publishing the business registration content.

4. Summary of frequently asked customer questions

4.1 Since when does a single-member limited liability company have legal status?

A one-member limited liability company has legal status starting from the date of issuance of the Business Registration Certificate.

4.2 Can a single-member limited liability company issue bonds?

A one-member limited liability company is allowed to issue bonds according to the provisions of the Enterprise Law 2020 and other relevant regulations; The issuance of individual bonds is carried out in accordance with the provisions of Article 128 and Article 129 of the Enterprise Law 2020.

4.3 What is the capital mobilization mechanism of a single-member limited liability company?

The capital mobilization mechanism of a one-member limited liability company is through the capital that the owner contributes to the company.

4.4 What is the property liability for a single-member limited liability company?

The owner of a single-member limited liability company must be responsible for assets within the company’s charter capital. The charter capital of a one-member limited liability company at the time of business registration is the total assets the owner commits to contribute.

4.5 What is the organizational structure of a one-member limited liability company?

The organizational structure of a one-member limited liability company includes the owner (who owns all charter capital), director (manages company operations) and may have functional departments. depending on the size and needs of the company.

The above article is a sample application form for establishing a one-member limited liability company of Viet My. In case you have difficulty establishing a single-member limited liability company or have questions related to this issue, please contact Luat va Ke Toan Viet My immediately for further advice and receive more incentives!