When establishing a one-member limited liability company, a complete and accurate set of documents to establish a one-member limited liability company is the fastest way to establish a company. So, what documents are included in the dossier to establish a one-member limited liability company? Please follow Viet My’s article below to better understand how to establish a one-member limited liability company.

1. What is a one-member limited liability company?

According to Clause 7, Article 4 of the Enterprise Law 2020, limited liability companies include two types: 1 member and 2 members. In particular, a one-member limited liability company is defined in Clause 1, Article 74 of the Law on Enterprises 2020 as an enterprise owned by an organization or individual. The owner of a one-member LLC will be responsible for the debts and other property obligations of his or her company within the company’s charter capital.

2. Documents to establish a one-member limited liability company

To establish a one-member limited liability company, the registrant needs to prepare the application form to establish a one-member limited liability company according to the provisions of Article 24 of Decree 01/2021/ND-CP as follows:

2.1 Set of documents to establish a new one-member limited liability company

– Application for registration of a one-member LLC issued together with Circular No. 01/2021/TT-BKHDT.

– Expected charter of the company.

– Legal documents (copy):

+ From the legal representative of the one-member limited liability company;

+ The owner of a one-member limited liability company is an individual; of the owner of a one-member limited liability company that is an organization

+ Of the authorized representative and written nomination of the authorized representative.

– Investment registration certificate if the one-member limited liability company is established by foreign investors or economic organizations with foreign investment capital

2.2 Documentation for transfer from business household to one-member limited liability company

– Application for registration of a one-member LLC issued together with Circular No. 01/2021/TT-BKHDT.

– Expected charter of the company.

– Legal documents (copy):

+ From the legal representative of the one-member limited liability company;

+ The owner of a one-member limited liability company is an individual; of the owner of a one-member limited liability company that is an organization

+ Of the authorized representative and written nomination of the authorized representative.

– Business household registration certificate (original).

– Tax registration certificate (copy).

Number of application sets: 01 set.

2.3 Documents to establish a one-member limited liability company via electronic network

The person applying to establish a one-member limited liability company accesses the website of the National Business Registration Portal and downloads the documents to declare information, electronic documents, and authenticate the registration documents. Register a one-member limited liability company via electronic information network, pay registration fees and charges on the National Business Registration Portal.

How to submit documents to establish a one-member limited liability company in this case:

– Use via public digital signature.

– Use with business registration account.

3. Some issues need to be paid attention to before preparing documents

The information below from Viet My Law is the information that will have to be filled out in the application to establish a 1-member limited liability company. Therefore, to avoid invalid documents being returned, wasting time and money, customers must carefully prepare the following issues:

3.1 Conditions for choosing the name of a one-member limited liability company

• The name of a one-member limited liability company must be clearly, specifically and fully recorded as the name of the company that the individual or organization wants to register, including two elements as prescribed by law: LLC + personal name according to preference. customer’s desired needs. However, Viet My Law recommends that you choose a company name that is short, concise and should contain the industry in which your company does business.
• The name of a 1-member limited liability company also needs to include: Company name written in Vietnamese (written in capital letters), can be written in a foreign language (if any) or the company’s abbreviation (if any).
• The name of a 1-member limited liability company that is intended to be registered and used must not be identical or have similarities that lead to confusion with the company names of all other types of businesses that have been previously established and registered. You should check the company name you plan to put on the electronic portal first to see if that name has been used by anyone, to avoid having the application to establish a one-member LLC returned when registering.
• The name of a one-member LLC does not have to be written using the phrase “one member”, but you just need to put it as Viet My Luat stated above, or you can follow some examples. example below. In case the company converts to a LLC with 2 or more members, it will not have to change the company name.

For example:

• Son Thanh Dat Trading and Business Company Limited.
• Alpha Import and Export Company Limited.

3.2 Conditions for choosing headquarters address

The head office address is the company’s transaction and contact address, so it must be recorded completely and accurately. Includes information such as house number, street name or commune name; wards and towns; regions, urban areas, towns, and provincial cities; provinces / cities under central.

If you register your company’s headquarters address in a building with office functions, you must provide documentation certifying that the address can be used as an office. For example, investor decisions or other documents.

Note: According to the provisions of Article 6 of the 2014 Housing Law and Decree No. 99/2015 /ND-CP regulating the use of apartment buildings, collective houses can only be used for living, not for business purposes. another purpose. Forms do not discriminate between small and medium-sized enterprises.

3.3 Conditions for choosing a business line for a one-member LLC

Business line is also one of the important contents that customers must prepare and record in the application to establish a one-member LLC. According to current regulations, a one-member LLC has the right to freely do business in industries and occupations that the law neither restricts nor prohibits. The number of registered occupations is not limited and there is no maximum or minimum regulation. Customers can register for all occupations depending on their needs.

Currently, businesses register their business lines and must record in the application to establish a 1-member limited liability company according to the level 4 industry code (refer to the Vietnamese business line system table). It is important to pay attention to industries and professions that are prohibited from business investment by law as prescribed in Article 6 of the Investment Law, accordingly, these are industries in which the owner is not registered.

For investment and business industries and professions, the law has regulations on conditions, enterprises can only carry out production and business when they meet the conditions prescribed by law.

3.4 Conditions on charter capital of a one-member LLC

The charter capital of a one-member LLC at the time of business registration will also have to be recorded in the documents to establish a one-member LLC. This is the total value of assets committed by the owner to contribute and Confirm the company charter, and record it in the records to proceed with registration and notification with state agencies.

According to the provisions of this Enterprise Law on charter capital, the owner of a one-member limited liability company must contribute the full amount of registered capital within 90 days from the date the competent authority issues the registration certificate. Register to establish a one-member limited liability company for your business. The owner is only responsible for the amount of capital he or she has committed to contribute to the property. Any obligations arising beyond that amount of capital will not be responsible.

Charter capital is the basis for state agencies to consider and calculate company license fees. In addition, it is also necessary to pay attention that when the company registers for professions that require legal capital such as real estate business, financial companies, banks, the company must register and Record in the dossier to establish a one-member limited liability company the minimum capital equal to the requirements of that industry.

3.5 Conditions for the legal representative of a one-member LLC

The legal representative of a one-member LLC is the individual who represents the company, also known as the enterprise, to exercise all rights and obligations arising from the transaction activities of the enterprise. This person will represent the business as a plaintiff, defendant, as well as a person with related rights and obligations before state agencies such as arbitration, courts, and other rights and obligations according to the law. provisions of law on behalf of the company.

In case the owner of a one-member LLC is not also the legal representative of the company, when registering to establish the company, you must provide additional information of the legal representative.

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

Step 1: Submit application

There are 02 ways to submit documents to establish a one-member limited liability company, specifically:

Method 1: Submit application 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 via the internet at the National Information Portal on Business Registration using a public digital signature or using a business registration account (for Hanoi and Ho Chi Minh City, you must register online).

Step 2: Receive documents and process them

* In case of applying to establish a direct one-member limited liability company

– The legal representative/Authorized person needs to submit documents and pay fees at the Business Registration Office.

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

+ If this dossier is not valid, the Business Registration Office will refuse to issue the Business Registration Certificate and will notify in writing.

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

* In case of submitting documents to establish a one-member LLC online, use public digital signatures

– The legal representative/Authorized person declares information, downloads electronic documents and digitally signs the electronic registration dossier in accordance with the process on the National Business Registration Portal. Karma.

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

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

Upon receiving the business code from the tax authority, the Business Registration Office will issue a Business Registration Certificate and notify the company.

* In case of submitting documents to establish a one-member limited liability company online, use a business registration account

– The legal representative/Authorized person declares information, downloads electronic documents of documents for personal authentication at the National Information Portal on business registration to be provided with financial documents. business registration clause.

– The legal representative/Authorized person will use the business registration account to declare information, download electronic documents and authenticate the business registration documents online.

+ If the dossier is not valid, the Business Registration Office will request amendments and supplements.

+ If the application is valid, the Business Registration Office will send information to the tax authority to create a business code and notify the company after receiving the code from the tax authority.

Step 3: Get results

When receiving the results of processing documents to establish a LLC at the one-stop shop of the Business Registration Office, the Legal Representative/Authorized Person needs to bring the following documents:

– Receipt of document processing.

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

+ For Vietnamese citizens: Valid ID card or ID card or Vietnamese passport.

+ For foreigners: Foreign passport or other valid document that can replace a valid foreign passport.

Attached is a legal authorization document for individuals to carry out procedures related to business registration.

5. Time limit for processing documents and issuing Certificates

Within 03 (three) working days from receipt of complete and valid documents, the company will receive a Certificate of Business Registration.

– If the dossier is not valid or the name of the one-member limited company is requested to register in accordance with the regulations, the Business Registration Department shall notify in writing the contents to be revised and supplemented to the applicant for establishment or to the company within three working days from receipt of such dossiers. The Department of Business Registration shall record all requests for modification and supplementation of enterprise DK dossiers for each set of dossiers submitted by a 1-member Limited Company in a Notice of Request for Modification and Supplement of Enterprise Dossiers.

– If the period mentioned above is exceeded without obtaining a Certificate of Enterprise Management, the Certificate of Change of Enterprise Management Content or Change of Enterprise Management Content in the National Database of Enterprise Management or a notification requiring correction, In addition to the enterprise DK dossier, a person who establishes a 1-member limited company or a 1-member limited company shall have the right to file complaints and denunciations in accordance with the law on complaints and denunciations.

6. Fees and charges for establishing a one-member limited liability company

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

– Fee for announcing the content of business registration: 100,000 VND/time.

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

– The person submitting the enterprise registration application must pay the fee for announcing the enterprise registration content and the enterprise registration fee at the time of submitting the enterprise registration application. Business 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 business registration fee is not refundable to the company in case the company is not granted business registration. In case the company is not granted a business registration, the company will be refunded the fee for publishing the content of the business registration.

7. Frequently asked questions related to documents to establish a one-member LLC

7.1 Methods to register to establish a one-member limited liability company?

The founder of a one-member limited liability company or an authorized person shall register with the Business Registration Authority by the following methods: Register to establish the company directly at the Business Registration Office; Register to establish a company via postal service; Register to establish a company electronically at the National Business Registration Portal.

7.2 What are the responsibilities of the owner of a one-member limited liability company?

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

7.3 When will a one-member LLC have legal status?

A one-member LLC has legal status starting from the date it is granted a Business Registration Certificate by a competent authority.

7.4 Can a one-member limited liability company issue shares?

A one-member LLC is not allowed to issue shares, except in the case of issuing shares to convert from a one-member LLC to a joint stock company. However, a one-member limited liability company is allowed to issue bonds.

7.5 Can the owner of a one-member limited liability company withdraw profits when the company is in debt?

The owner of a one-member limited liability company will not be able to withdraw profits when the company fails to fully pay due debts and other property obligations.

Above is the complete set of documents to establish a one-member limited liability company 2024 of Viet My. If you have difficulty establishing a one-member limited liability company or other Full and detailed set of documents to establish a one-member LLC in 2023. How much is the fee to establish a 1-member LLC, related issues, please contact VIET MY LAW AND ACCOUNTING.