One member foreign limited company

One member limited liability company is an enterprise owned by an organization or individual. The process of establishing a one member limited liability company in accordance with the provisions of the enterprise law. However, the process for a foreign investor to establish a single-member limited liability company is different from a domestic investor. For customers to understand better, Vietnam Law Firm (luatvn) would like to advise on the process of setting up a one-member limited liability company owned by a foreign investor according to current law. Please contact VN Law Firm (luatvn) for the best advice and support. hotline / Zalo number; 0763387788 – luatvn.vn02@gmail.com

Legal grounds

• Law on investment 2014;
• Enterprise Law 2014;
• Decree No. 118/2015 / ND-CP detailing and guiding the implementation of a number of articles of the Investment Law;
• Decree No. 78/2015 / ND-CP regulating business registration;
• Other relevant legal documents.

one member foreign limited company
one member foreign limited company

The process of establishing a one member limited liability company

Step 1: Investment registration

According to Clause 1, Article 36 of the Law on Investment 2014, a foreign investor wishing to establish a one-member limited liability company in Vietnam must firstly be issued an Investment Registration Certificate.

1. In case an investment project is not required for a policy decision:

The investor shall submit an application for investment registration to the authority competent to issue the Investment Certificate, including the following basic documents:
• Proposal for investment project implementation (Form);
• Copy of one of the following:
• Identity card, ID card or passport for individual investors;
• A copy of the Establishment Certificate or other equivalent document confirming the legal status of the institutional investor;
• Proposal of land use demand or copy of lease agreement or other document certifying that the investor has the right to use the site to implement the investment project;

• Explanation of technology use for investment projects for projects using technology on the list of technologies restricted from transfer;
• Report on investor’s financial capacity;
• Business cooperation contract for the investment form under a business cooperation contract;
• Authorization document for VN Law Firm (Luatvn) to carry out investment registration procedures.
The investment registration agency receives and reviews the application. Within 15 days after receiving a complete and valid dossier, the investment registration agency shall issue an investment registration certificate.

2. In case an investment project must apply for a policy decision of a competent agency:

The investor shall submit the application for policy decision at the authority competent to decide policy.
The authority competent to decide the policy:
• The National Assembly has authority to decide policies for investment projects in the case specified in Article 30 of the Law on Investment.
• The Government has authority to decide on policies for investment projects in the case specified in Article 31 of the Law on Investment;
• The People’s Committee of the province has authority to decide on policy for investment projects in the case specified in Article 32 of the Law on Investment.
The time limit for processing documents varies depending on the agency and investment project.
After receiving and evaluating an investment project, the competent authority shall issue a decision on policy to the investor.
Note: Investors, after receiving the decision on policy, do not need to do investment registration procedures.

Step 2: Enterprise registration

The investor shall submit 01 application for enterprise registration to the Business Registration Office of the Department of Planning and Investment where the enterprise is located. Records include:
• Application form for business registration.
• Company rules.
• A valid copy of one of the personal identification papers of the authorized representative for a one-member limited liability company organized and managed under Point a, Clause 1, Article 78 of the Law on Enterprises ;
• A list of authorized representatives and a valid copy of one of the personal identification papers of each authorized representative for a one-member limited liability company organized and managed under the provisions of Point b, Clause 1, Article 78 of the Law on Enterprises;
• Valid copies of the following documents:
• One of the personal identification papers specified in Article 10 of this Decree of the company owner in case the company owner is an individual;
• Establishment decision or Certificate of business registration or other equivalent document, Charter or other equivalent document of the company owner in case the company owner is an organization (except for the company owner is the State);
• Certificate of investment registration for the enterprise established by a foreign investor or a foreign-invested economic organization in accordance with the Law on Investment and its guiding documents.
• Authorization document for Law Firm of Vietnam (Luatvn) to carry out business registration procedures.
After receiving a complete and valid application file, the business registration agency shall consider issuing an enterprise registration certificate to the investor within 03 – 05 working days.
In case of refusing to issue an enterprise registration certificate, the Department of Planning and Investment must notify in writing and clearly state the reasons for the investor.
After being granted the business registration certificate, the investor must carry out the procedures for publishing the business registration information on the National Business Registration Portal within 30 days from the date of publication.
Dịch vụ thành lập công ty có vốn đầu tư nước ngoài nhanh chóng
Dịch vụ thành lập công ty có vốn đầu tư nước ngoài nhanh chóng

Step 3: Engrave the seal and announce the use of seal sample

The company itself or authorizes the VN Law Firm (luatvn) to carve seals at seal engraving establishments. Enterprises decide for themselves the type, appearance and quantity of their seals.
After having the seal, the enterprise must notify the use of the seal sample on the National Business Registration Portal.
After receiving the notification of the seal sample, the Business Registration Office hands over a receipt to the enterprise, publishes the notice of the enterprise on the national portal of business registration and issues a notice of registration. download information about the enterprise’s seal sample to the enterprise within 03 working days.

Some note

• One-member LLC, the owner is responsible for the debts and other liabilities of the company to the extent of the company’s charter capital;
• One member limited liability company has the legal status from the date of being granted the Enterprise Registration Certificate;
• One member limited liability company is not allowed to issue shares;
• After establishing a company, the investor must follow the following procedures to establish a business such as: Paying license tax, order printing invoices,
Above is the advice of Vietnam Law Firm (luatvn). If you have any questions or need to use legal services, please contact VN Law Firm (luatvn) for the best advice and support. hotline / Zalo number; 0763387788 – luatvn.vn02@gmail.com

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