REGISTERING A LIMITED LIABILITY COMPANY (LLC) WITH TWO MEMBERS

This guide provides information on registering a Limited Liability Company (LLC) with two members in Vietnam.

1. Legal Basis:

• Law on Enterprises 2020

2. Definition:

An LLC with two members is an enterprise with two to 50 members, either individuals or organizations. Members are liable for the company's debts and other financial obligations up to the amount of their capital contributions.

3. Regulations:

• Article 46 of the Law on Enterprises 2020 governs LLCs with two members or more.
• These LLCs gain legal personality upon receiving the Certificate of Enterprise Registration.
• They are not allowed to issue shares, except in the case of converting to a joint-stock company.

4. Requirements for Establishment:

• Have between 2 and 50 members.
• Members are liable for the company's debts and other financial obligations up to the amount of their capital contributions.
• Minimum charter capital of 20 billion VND (approximately $860,000 USD).
• The company name must follow the rule: business type + unique name.
• The head office must be located within Vietnamese territory.

5. Advantages and Disadvantages:

Advantages:

• Members' liability is limited to their capital contributions.
• Simpler management and operation.
• Stricter regulation on capital transfer.

Disadvantages:

• May affect business reputation and sales.
• Cannot issue shares.
• Limited number of members.

6. Registration Procedures:

Step 1: Prepare and submit the application package.

Step 2: Publicly announce the company establishment information.

7. Charter Capital:

Minimum charter capital is 20 billion VND (approximately $860,000 USD).

8. Capital Contribution:

Contributions can be made in the form of assets, cash, securities, and property rights.

9. Difficulties:

• Complex legal procedures.
• Lack of experience dealing with government agencies.

10. Costs:

• Application fee: 100,000 VND ($4.30 USD).
• Company information announcement fee: 300,000 VND ($12.90 USD).
• Digital signature purchase fee: 1,530,000 VND ($65.30 USD).
• Company round seal creation fee: 450,000 VND ($19.30 USD).
• E-invoice purchase fee: 850,000 VND ($36.50 USD).

11. Authorization for Procedures:

You can authorize another organization or individual to handle the procedures on your behalf.

12. Capital Contribution Deadline:

Maximum of 90 days after receiving the business license.

13. Post-Establishment Tasks:

• Create and display a company sign at the head office.
• Open a bank account.
• Register for a digital signature.
• Register for e-invoice usage.
• Contribute capital within 90 days.
• Declare and pay taxes.
• Submit monthly/quarterly tax reports.
• Report labor utilization.
• Submit financial statements.

14. LLC Establishment Services:

Numerous companies offer these services, helping you complete the procedures efficiently and effectively.

15. Reasons to Choose a Service:

• Save time and effort.
• Ensure proper procedures are followed.
• Receive professional advice.

 

 

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