Registration for setting up of a multi member limited liability company (LLC) in Vietnam

Registration for setting up of a multi member limited liability company (LLC) in Vietnam

I. A Multi Member Limited Liability Company (LLC) In Vietnam

1. A multi member limited liability company (LLC) is a company with 2 to 50 members being organizations or individuals. The member is responsible for the debts and other liabilities of the company up to the amount of capital contributed to the company, except for the case specified in Clause 4, Article 47 of the Enterprise Law 2020. Members can only transfer according to the provisions of Articles 51, 52 and 53 of the Enterprise Law 2020.

2. A multi member limited liability company (LLC) has the legal entity from the date of being granted the Business Registration Certificate.

3. A multi member limited liability company (LLC) may not issue shares, except for the case to be converted into a joint stock company.

4. The multi member limited liability company (LLC) may issue bonds in accordance with the Enterprise Law and other relevant laws; Private placement of bonds must comply with Article 128 and Article 129 of the Enterprise Law 2020.

II. Application Files For Setting Up a Multi Member Limited Liability Company (LLC) In Vietnam.

1. Application for registration of setting up a multi member limited liability company (LLC) in Vietnam.

2. Memorandum and articles of association of a multi member limited liability company (LLC) in Vietnam.

3. List of members of the multi member limited liability company (LLC) in Vietnam.

4. Copies of the following documents:

a) Identification papers of the individual being the legal representative of a multi member limited liability company (LLC) in Vietnam;

b) Identification papers of the individual being a member of the multi member limited liability company (LLC) in Vietnam as a foreign investor; Legal papers of the organization being the member as the foreign investor; Identification papers of the individual who is the authorized representative of the member being an organization as foreign investor and the written appointment of the authorized representative.

If the member is a foreign organization, the copy of the organization”s legal papers must be legalized consularly;

c) Certificate of investment registration in case the company is set up or participated in the setting up by a foreign investor or a foreign-invested company in accordance with the Law on Investment and its official guidelines.

III. Registration Procedures for Setting Up A Multi Member Limited Liability Company (LLC) in Vietnam.

The founder of a multi member limited liability company (LLC) in Vietnam or a person authorized to register a multi member limited liability company in Vietnam will submit 01 application files for registration of setting up a multi member limited liability company (LLC) in Vietnam to a provincial business registration agency in Vietnam by one of the following methods:

- Directly at the provincial business registration agency in Vietnam;

- Via postal services in Vietnam;

- Via website of the Ministry of Planning and Investment of Vietnam: National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

Within 03 working days from the date of receipt, the provincial business registration agency in Vietnam will be responsible for examining the validity of the application files for registration of setting up a multi member limited liability company in Vietnam and will grant a business registration certificate to set up a multi member limited liability company in Vietnam; In case the application files is not valid, the business registration agency will notify in writing the contents to be amended and supplemented to the founder;

In case of refusal of the business registration, a written notice must be made to the the founder of the company, clearly stating the reason for refusal.

Sources:

- Vietnam Enterprise Law 2020

- Decree No. 01/2021/ ND-CP of the Vietnam Government dated January 4^th, 2021 on enterprise registration

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