Is establishing a limited liability company a popular trend today? Are you looking to learn about the procedures for establishing a limited liability company? You are in the process of preparing documents to establish a limited liability company but you still do not fully understand the legal regulations on the process, legal procedures, and finances of the limited liability company type. Don’t worry, in this article, Viet My will provide you with knowledge, information, and extremely important and necessary notes when performing the procedures for establishing a limited liability company. Let’s start learning about the Procedures for establishing a LLC in the article below!

1. What is a limited liability company?

A limited liability company (LLC) is one of the types of enterprises in Vietnam today. The company will be established by an individual or an organization or many individuals/organizations (no more than 50 people) together by contributing capital.

There are two forms of limited liability companies. Single-member LLC, LLC with two or more members.

2. Conditions for establishing a limited liability company in 2024

Conditions for establishing a company are regulations that a company must comply with when establishing a limited liability company. Investors must meet the following prerequisites:

• Entrepreneurs must be 18 years of age or older, not have violated criminal law, have limited civil capacity according to the provisions of civil law and not be civil servants or public employees of competent state agencies.
• The organization establishing a limited liability company must have legal status.
• Use a limited liability company name that is not duplicated or confused with any other company.
• Based on the regulations, we will establish the head office, business departments, capital and legal representative.
• Create a complete profile.
• Follow the correct procedure for establishing a limited liability company.
• Pay the prescribed fees.

These are the main requirements for establishing a limited liability company. For the establishment of a single-member limited liability company or a limited liability company with two or more members, there will be additional separate conditions for each type of company.

3. What documents are needed to establish a limited liability company in 2024?

A company establishment document is indispensable when wanting to establish a limited liability company. These are the required documents that must be prepared and must be available if you want to establish a limited liability company in 2023.

3.1 Documents to establish a single-member limited liability company in 2024

Based on the provisions of Article 24 of Decree 01/2021/ND-CP, the documents to establish a single-member limited liability company will include:

• Application for business registration.
• Company charter.
• Copies of the following documents: Legal documents of individuals for business representatives; Legal documents of individual company owners; Legal documents of organization company owners (except in cases where the company owner is the State);
• Legal documents of the authorized representative and the document appointing the authorized representative.

3.2 Dossier for establishing a limited liability company with 2 or more members in 2023

Based on the provisions of Article 23 of Decree 01/2021/ND-CP, the dossier for establishing a limited liability company with 2 or more members will include:

• Application for business registration.
• Company charter.
• List of company members.
• Copies of the following documents: Legal documents of the legal representative of the enterprise; Legal documents of individual company members; Legal documents of organizational members; Legal documents of authorized representatives of organizational members and the document appointing the authorized representative.

4. Procedures for establishing a LLC in 2024

The procedures for establishing a LLC are extremely important and must be noted when performing. It will be affected from before starting the procedure until after completing the procedure, there will be many important tasks that must be done.

4.1 Procedures for establishing a single-member limited liability company in 2024

The procedure for establishing a single-member limited liability company will go through the following stages

• Preparing documents to establish a single-member limited liability company. Note that this dossier must fully meet the prescribed conditions
• The applicant submits the dossier to the Business Registration Office, Department of Planning and Investment or submits it online via the business electronic information portal website
• The business registration office staff will process the dossier
• The enterprise resubmits the paper dossier (if submitted online) and receives the results at the Department of Planning and Investment according to the appointment letter.

4.2 Procedures for establishing a limited liability company with 2 or more members in 2024

Step 1: Prepare information and dossiers to establish a limited liability company with 2 members as shown above.

Step 2: Draft and complete the dossier to establish a limited liability company with 2 members

Step 3: Submit a complete dossier to establish a limited liability company with 2 members as shown above to the business registration office of the local province/city.

Step 4: Receive the business registration certificate according to regulations (if the dossier is complete and accurate).

Step 5: Complete the company seal engraving procedure + Advertise the seal sample on the national registration information portal.

Step 6: Open a bank account + Notify the bank account number to the business registration authority.

Step 7: Register for electronic tax payment with the tax authority and the bank confirms the electronic tax payment registration.

Step 8: Pay the copyright fee online using an electronic digital signature to pay the commercial copyright fee (If you do not have a digital signature, you need to buy a digital signature to perform this step to pay the copyright fee. Please refer to the electronic version of the signature service price list).

Step 9: Go to the local tax authority to do the first tax declaration procedure, submit the first tax declaration, submit the invoice printing order, receive the invoice printing order, order the invoice printing, notify the invoice issuance and finally issue the VAT invoice).

Step 10: Perform monthly, quarterly and annual tax and accounting reports (during this period and later, the company must have at least 01 qualified accountant).

5. How much does it cost to set up a limited liability company?

When establishing a company, whether it is a limited liability company or any other type of company or enterprise, a large amount of money will be required, from investment capital to fees according to state regulations. Investors should consider the costs when investing in a business to avoid having to stop halfway because they cannot turn over capital.

a. Business registration fee paid to the Department of Planning and Investment according to current regulations

Article 32 of Decree 01/2021/ND-CP stipulates that the person establishing a company or enterprise must pay business registration fees at the time of submitting the application for registration.

The fee for business registration according to Circular 47/2019/TT-BTC is 200,000 VND.

However, according to Circular 47/2019/TT-BTC replacing Circular 215/2016/TT-BTC, the business registration fee is reduced to VND 100,000.

The person registering to establish a business can pay the fee directly or transfer it to the account of the Business Registration Authority or use the electronic payment service

In addition, businesses registering online are exempt from the business registration fee. Note that if the business does not receive the business registration certificate, this fee will not be refunded to the business.

b. Business registration content announcement fee: The business registration content announcement fee according to Circular 47/2019/TT-BTC is VND 100,000.

c. Business seal engraving fee: depends on the seal engraving service provider and the type of seal requested. The price for a round stamp ranges from 250,000 VND to 350,000 VND. Title stamps for the positions of Director, Chairman, etc. range from 70,000 VND to 150,000 VND.

d. Digital signature (Token) purchase fee: The cost depends on the supplier and the number of years of use. A digital signature used for 03 years of use ranges from 2,000,000 VND to 3,000,000 VND.

e. Business license fee

The business license fee will depend on the registered charter capital when establishing the company that the enterprise must pay at the following levels: