Limited liability company, especially single-member limited liability company, is a popular type of business chosen when establishing an enterprise, because of the advantages of simplicity in organizational structure during the operating process. Then to establish a single-member limited liability company, how the procedure will be and what should be noted?
Please refer to the article below with Lincon.
1. What is single-member limited liability company?
A single-member limited liability company is an enterprise owned by a single organization or individual. The owner’s liability for the company’s debts and other liabilities shall be equal to the company’s charter capital.
2. Procedures for establishment of a single-member limited liability company
a. Competent agency for handling
The authority to process documents to establish a single-member limited liability company belongs the Business Registration Office – Department of Planning and Investment of the province/city where the enterprise is headquartered.
b. Implementation procedures
i. In case of direct registration or via postal service:
– Organizations and individuals with demand to submit business registration documents.
– After receiving complete and valid documents, the competent authority shall issue a Receipt according to regulations.
ii. In case of electronic registration using public digital signature:
– The applicant declares information, downloads electronic documents, signs and authenticates the business registration application via the electronic information network and pays business registration fees and charges according to the process on the National Business Registration Portal (https://dangkylanhdoanh.gov.vn).
– After completing the submission of the business registration application, the applicant will receive a receipt of the business registration application via the electronic information network.
iii. In case of electronic registration using a business registration account:
– The applicant uses the business registration account to declare information, download electronic documents and authenticate the business registration application via the electronic information network and pay business registration fees and charges, following the process on the National Business Registration Portal (https://dangkylanhdoanh.gov.vn).
– After completing the submission of the registration application, the applicant will receive a receipt of the business registration application via the electronic information network.
c. 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 dossiers do not meet the conditions, the competent authority may request to amend or supplement the dossier.
d. Results of registration procedures of establishment of a single-member limited liability company
Enterprise registration certificate.
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3. Documents for establishment registration of a single-member limited liability company
– Application for business registration of a single-member limited liability company;
– Company charter;
– Copies of legal documents of individuals and organizations related to the registration of establishment of a single-member limited liability company:
+ Legal documents of the individual for the legal representative of the enterprise;
+ Personal legal documents for company owners who are individuals; Legal documents of the organization for the company owner being an organization (except in cases where the company owner is the State); Legal documents of the individual for the authorized representative and document appointing the authorized representative.
For company owners who are foreign organizations, copies of the organization’s legal documents must be consularly legalized according to regulations;
+ List of legal representatives/authorized representatives (in case the owner of a single-member limited liability company is an organization;
+ 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.
- Law on Enterprise 2020;
- Decree 01/2021/ND-CP on business registration promulgated on January 4, 2021;
- Circular 01/2021/TT-BKHDT guiding on business registration promulgated by the Ministry of Planning and Investment on March 16, 2021.
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