A multi-member limited liability company according to Vietnamese law is an enterprise with from 02 to 50 members who are organizations and individuals. This type of company is a popular choice for small and medium-sized businesses in Vietnam, because of its flexibility in management and limited responsibility of its members. So, how are the procedures for establishment of multi-member limited liability company?
1. Procedures for establishment of multi-member limited liability company
– Step 1: To prepare documents to establish multi-member limited liability company. Detailed dossiers are as presented in section 2 below;
– Step 2: To submit application for Enterprise Registration Certificate at the Business Registration Office – Department of Planning and Investment of the province/city where the business is headquartered;
– Step 3: To receive results of administrative procedures;
– Step 4: To announce on the business registration content;
– Step 5: To engrave the legal entity seal. Noted that, enterprise have the right to decide on the form, quantity and content of the company seal. However, the seal content must include the name and code of enterprise;
2. Dossiers for establishment of multi-member limited liability company
Dossiers for establishment of multi-member limited liability company include:
– Application for business registration of a single-member limited liability company;
– List of members;
– Company charter;
– Copies of:
+ Legal documents of the individual for the legal representative of the enterprise;
+ Personal legal documents for company members who are individuals; Legal documents of the organization for the company member being an organization; Legal documents of the individual for the authorized representative and document appointing the authorized representative.
For company members who are foreign organizations, copies of the organization’s legal documents must be consularly legalized according to regulations;
+ Investment registration certificate in case the enterprise is established by a foreign investor or an economic organization with foreign investment capital according to the provisions of the Investment Law and its guiding documents.
3. Implementation time limit
Within 03 (three) working days from the date of receiving complete and valid documents, the competent authority will issue the results of administrative procedures and notify the enterprise.
In case the dossier does not meet the conditions, the competent authority may request to amend or supplement the dossier.
>> CONVERSION OF LIMITED LIABILITY COMPANY INTO JOINT STOCK COMPANY https://linconlaw.vn/conversion-of-limited-liability-company-into-joint-stock-company/
>> CONDITIONS FOR ISSUANCE OF THE ELIGIBILITY CERTIFICATE FOR CONSTRUCTION DESIGN (ASSESSMENT), CLASS I https://linconlaw.vn/conditions-for-issuance-of-the-eligibility-certificate-for-construction-design-assessment-class-i/
4. Some notable contents in establishment of multi-member limited liability company
– Regarding members: There must be at least 2 members and must not exceed 50 members contributing capital. Capital contributing members may be individuals or organizations. Members are responsible for the debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise;
– Regarding the name of enterprise: the name of enterprise must have at least two elements including enterprise type and proper name.
– Regarding charter capital: There is no limit to the minimum and maximum capital, except in cases where the company’s registered business lines require legal capital, then the charter capital cannot be lower than the legal capital.
– Regarding occupations: Not belonging to prohibited occupations according to the law.
- Law on Enterprise 2020;
- Decree 01/2021/ND-CP on business registration promulgated on January 4, 2021.
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