Many individuals and organizations today choose to establish limited liability companies to conduct business according to their needs. Although the procedures for establishing a limited liability company are not complicated, the documents and procedures can cause many difficulties and complications for the preparation of individuals and organizations. If you are having difficulty establishing a limited liability company, please refer to Viet My’s detailed procedures for establishing a limited liability company below.

1. What is a limited liability company?

Limited Liability Company is also abbreviated as Limited Liability Company. This is a type of business that many individuals and organizations choose to establish in Vietnam.

According to Clause 7, Article 4 of the 2020 Enterprise Law, a limited liability company includes a one-member limited liability company and also a limited liability company with two or more members.

The owner of the company or the members contributing capital to the limited liability company will be responsible for the debts and other property obligations of the limited liability company within the scope of the company’s charter capital. ty.

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

2. Methods of registering to establish a limited liability company

Pursuant to the provisions of Clause 1, Article 26 of the Law on Enterprises 2020, it is stipulated that the founder of a limited liability company or the authorized person shall register the limited liability company with the Business Registration Authority according to the following method: The following:

– Register to establish a limited liability company directly at the Business Registration Office.

– Register to establish a limited liability company via postal service.

– Register to establish a limited liability company via electronic information network at the National Business Registration Portal.

In addition, you can contact Viet My for support on how to register to establish a limited liability company in the fastest and most accurate way. We always provide free consultation on domestic and foreign company establishment services.

3. What do the documents for establishing a limited liability company include?

Based on Articles 23 and 24 of Decree 01/2021/ND-CP, basically, the documents to establish a limited liability company are the same, including:

– Application for registration of the establishment of a limited liability company.

– Draft of company charter.

– Copies of documents and papers:

Personal legal documents of the individual who is the legal representative, owner of the limited liability company or of the authorized representative (enclosed with the document appointing the authorized representative): Identification Citizen/ID card/valid passport.
Legal papers and documents of the organization that is the owner of the limited liability company (except for the owner of the limited liability company that is the State): Decision to establish the organization and certificate of establishment registration enterprise, Citizen identification card/ID card/valid passport of the authorized representative of the organization.

Note: If the foreign organization is the owner of the limited liability company, the above copies must be consularly legalized.

– Investment registration certificate (limited liability company established by foreign investors or economic organizations with foreign investment).

In addition, because a limited liability company has two forms: one member and two or more members, the dossier to establish a limited liability company with two or more members must also include an additional name. Membership books in addition to the general papers and documents mentioned above.

Currently, according to the provisions of Clause 1, Article 26 of the Law on Enterprises 2020, when you want to carry out procedures to establish a limited liability company, you can submit documents in 1 of 3 forms:

– Submit documents to establish a limited liability company directly at the Business Registration Office:

• Provincial level: Business registration office – Department of Planning & Investment.
• District level: Finance and planning department of the district People’s Committee.

– By post.

– Via the internet through the National Information Portal on business registration through the use of public digital signatures or using a business registration account.

4. Procedures for establishing a limited liability company

4.1 In case of direct registration or registration via postal service

– The person submitting the application to establish a limited liability company submits the application.

– After receiving the business registration application, the Business Registration Office will give a Receipt of receipt of the application to the submitter. The Business Registration Office issues the business registration certificate within 03 working days from the date of receipt of complete and valid documents.

– In case the registration dossier to establish a limited liability company is not valid or the name of the company requested to be registered does not comply with regulations, the Business Registration Office will notify you in writing of the contents that need to be corrected. change or supplement to the company founder or company within 03 working days from the date of receiving the dossier.

4.2 In case of registration via the internet, public digital signatures are used

– The person submitting the registration application to establish a limited liability company declares information, then downloads the electronic document and finally signs to authenticate the registration application to establish a limited liability company via the electronic information network. Register and pay the fees and charges for registering to establish a limited liability company according to the process on the national business registration portal.

– After completing the submission of the application for registration of establishment of a limited liability company, the applicant will receive a receipt of the application for registration of establishment of a limited liability company via the internet information network.

– In case the application meets the conditions to be issued a business registration certificate, the Business Registration Office shall issue a business registration and notify the company about the issuance of business registration. In case the dossier does not meet the conditions for business registration, the Business Registration Office will have to send a notice via electronic information network to the limited liability company to request amendments and supplements to the dossier.

4.3 In case of registering via the internet, use the Business Registration Account

– The person submitting the registration application to establish a limited liability company declares information, then downloads the electronic document and finally signs to authenticate the registration application to establish a limited liability company via the electronic information network. Register and pay the fees and charges for registering to establish a limited liability company according to the process on the national business registration portal. In case of authorization to carry out procedures for registering the establishment of a limited liability company via an electronic information network using a business registration account, the authorization document must include contact information of the authorized person. the right to authenticate the submission of registration documents to establish a limited liability company via the electronic information network.

– After completing the submission of the application for registration of establishment of a limited liability company, the applicant will receive a receipt of the application for registration of establishment of a limited liability company via the electronic information network.

– In case the application meets the conditions to be issued a business registration certificate, the Business Registration Office shall issue a business registration and notify the company about the issuance of business registration. In case the dossier does not meet the conditions for business registration, the Business Registration Office will have to send a notice via electronic information network to the limited liability company to request amendments and supplements to the dossier.

+ Announcing content on business registration

– The request for publication of business registration content must be made right at the time of submitting the business registration application. Published content includes the content of the Business Registration Certificate and information about business sectors and professions.

Resolution time:

Pursuant to Clause 1, Article 33 of Decree 01/2021/ND-CP, the time limit for a competent agency to issue a Business Registration Certificate is 03 working days from the date of receipt of complete and valid documents. .

If the dossier is not valid, the person carrying out the procedures for establishing a limited liability company must be notified of amendments and supplements within 03 working days from the date of receipt of the dossier.

5. Cost of establishing a limited liability company

Costs for establishing a limited liability company include state fees and service costs (if used). When submitting documents to establish a limited liability company, organizations and individuals must pay the registration fee to establish a limited liability company according to the fee schedule specified in the appendix issued with Circular No. 47/ 2019/TT-BTC is:

– Registration to establish a limited liability company (new or re-issued): 50,000 VND/time.

– Announcement of business registration content: 100,000 VND/time.

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

In particular, the person establishing a limited liability company can pay the registration fee to establish a limited liability company directly at the Business Registration Office or transfer the fee to the Department’s account or pay via the service. electronically (Clause 1, Article 37, Decree 01/2021/ND-CP).

6. Frequently asked questions related to procedures for establishing a limited liability company

6.1 How many employees can a limited liability company have?

A limited liability company has no limit on the number of employees working at the company. A limited liability company is limited to the number of members (the number of people contributing capital to establish the company), depending on the type of limited liability company and the number of employees.

6.2 Is the meeting of the board of members of a single-member limited liability company required to take place at the head office?

Are not. A single-member limited liability company can freely decide on the location of the meeting of the Board of Members without being required to meet at the headquarters.

6.3 Can the chairman of the board of members of a limited liability company also be a director?

Have. According to regulations, the Chairman of the Board of Members of a limited liability company can concurrently hold the position of Director or General Director of the company.

6.4 Can a 2-member limited liability company increase its charter capital?

In Article 68 of the Enterprise Law 2020, there are regulations on increasing and decreasing the charter capital of limited liability companies. A limited liability company with 2 or more members can increase its charter capital in 2 cases: increasing the capital contribution of members and receive additional capital contributions from new members.

6.5 Can a two-member limited liability company issue bonds?

Have. Limited liability companies with 2 or more members are allowed to issue bonds according to the provisions of the Enterprise Law 2020 and other relevant legal regulations. The issuance of individual bonds must comply with the provisions of Article 128 and Article 129 of the Enterprise Law 2020.

Above is an article about the detailed procedures for establishing a limited liability company in 2024 of Viet My. In case you have difficulty establishing a limited liability company or have questions related to this issue, please contact LUAT VA KE TOAN VIET MY immediately for further advice and further incentives!