công ty TNHH một thành viên: Enterprise establishment registration

A single-member limited liability company is a company owned by one organization or individual; the owner is responsible for the company’s debts and other financial liabilities within the limit of the company’s charter capital.

Single-member limited liability companies cannot issue shares.

The company’s structure and contents of the application for establishment registration depend on whether the owner is an organization or individual.

When initiating procedures for registration of enterprise establishment, the single-member limited liability must comply with relevant regulations of laws. For more details, please refer to: Notes for applicants for enterprise registration.

The required documents for application:

1. Request for registration of single-member limited liability company (the form in Appendix I-2 attached to the Circular No. 02/2019/TT-BKHDT);

2. Charter of single-member limited liability company owned by an individual or Charter of single-member limited liability company owned by an organization;

3. Valid copies of identity documents of the company’s owner and those of authorized representatives of the company’s owner being an organization:

- For Vietnamese citizens: Unexpired Vietnamese ID card or Vietnamese passport.

- For foreigners: Unexpired foreign passport or an unexpired passport substitute.

- For owners being organizations: Establishment decision or enterprise registration certificate or other equivalent documents.

4. Copy of investment registration certificate for companies established by foreign investors or foreign-invested business entities;

5. Letter of authorizations for representatives of company’s owner being an organization;

6. For a single-member limited liability company owned by an organization and consisting of Members' Council: the list of authorized representatives of owner being an organization (the form in Appendix I-10 attached to Circular No. 02/2019/TT-BKHDT) attached to the request for registration of single-member limited liability company;

7. Letter of authorization if the person submitting the application and receiving the result is not the legal representative. This document does not need to be notarized or certified as true;

Receiving authority: Business Registration Office - Department of Planning and Investment of the province where the company's headquarters is located.

Processing duration: Within 03 (three) business days, starting from the date of receipt of the complete and valid application.

After receiving Certificate of enterprise registration, the enterprise has to complete necessary procedures as prescribed by law. For more details, please refer to: Required procedures after establishing a new enterprise.

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