Procedures and documents for registration of establishment of a limited liability company with two or more members

Establishing a limited liability company with two or more members is an important initial step, especially for small and medium-sized businesses looking for legitimacy and legal protection. This registration process includes specific steps, helping businesses quickly and conveniently complete procedures at the Business Registration Department.

Required procedural documents:

Before applying, businesses need to prepare all documents, including:

1.  Application for business registration

2. Company charter

3. List of members for limited liability companies with two or more members.

4. Copies of the following documents:

a) Personal legal documents of the company’s legal representative;

b) Personal legal documents of company members; Corporate legal documents as corporate members; Personal legal documents as authorized representatives of corporate members; Power of attorney for legal representatives

If the member is a foreign company, copies of the company's legal documents must be consularly authenticated

c) Investment registration certificates of enterprises established or participated in the establishment by foreign investors or foreign-invested economic organizations in accordance with the provisions of the Investment Law and Implementation Guidelines.

d) Letter of authorization and a notarized copy of the ID card/passport of the person entrusted to submit the application file.

Receiving agency

The registration dossier to establish a two-member limited liability company is submitted to the Business Registration Office under the Department of Planning and Investment where the enterprise is headquartered.

Submit method

Businesses can choose one of three submission methods:

• Submit directly to the Department of Planning and Investment
• Submit online
• Submit by mail

Time to process registration procedures

Time limit for processing requests to register to establish a limited liability company with two or more members: Within 03 (three) working days from the date of receipt of complete and valid documents.

Steps to carry out online registration procedures:

Step 1: Select the online registration form

• Access the National Information Portal on business registration.
• Select “Register a business” and select “Submit application using a business registration account”.
• Choose the type of Limited Liability Company with two or more members and start the process

Step 2: Fill in the information in the data block

Registration form: New establishment.

Business industry: List all business lines, select the main line of business and ensure compliance with conditions

Capital information: Fill in the company's charter capital information.

Member information: Fill in details for each member, including ratio and capital contribution.
Note: The time limit for making capital contribution is 90 days from the date the company is granted the Business Registration Certificate.

Legal representative information: Provide the title and information of the representative.

Tax information: Select the address to receive tax notices (headquarters or other address). Provides information about tax calculation methods, fiscal year, and number of employees.

Social insurance related information: Optional insurance payment method by industry

• Enterprises that register their main business lines are agriculture, forestry, fishery, salt production and pay salaries based on products and amounts: can choose 1 of 3 social insurance payment methods: monthly, Every 3 months, every 6 months.
• Registering enterprises with other main businesses: pick the box to pay social insurance every month

Register to use invoice: Select 1 of 4 ways to use electronic invoices suitable for your business (print invoices yourself, order invoice printing, use electronic invoices, buy invoices from tax authorities)

Applicant information: Provide personal information, address and contact information of the applicant:

The applicant’s professional title is:

• The authorized person signs the business registration application form;
• The person authorized by the person with the authority to sign the document requesting business registration to carry out business registration procedures.

Fill in personal information, contact address and contact information of the applicant.

Signed by:

The person signing to authenticate the document is:

• Corporate legal representative
• An authorized representative carries out the business registration procedure.

Attached documents:

• Select the accompanying documents required to have a limited liability company with more than two members as mentioned in Part 1 Procedures and documents for registration of establishment of a limited liability company with two or more members.

Step 3: Confirm application and pay fees

• Check all information and digitally sign/authenticate the profile.
• Pay the business registration fee and wait for the results of the application processing.

Return the results of business registration

After the application is approved, the Business Registration Office will issue a Business Registration Certificate for the two-member limited liability company.

What information and documents do businesses need to provide to Dai Tin DTL when establishing a limited liability company with 2 or more members?

Businesses need to provide Dai Tin DTL the following information:

1. Company name
2. Company address
3. Company type
4. Charter Capital
5. Value of contributed capital and capital contribution ratio of members
6. Name and information of the legal representative
7. Information about each member
8. Industry code – main profession
9. Company phone number; email/fax (if available)

Notes when establishing a limited liability company with 2 or more members

1/ Rules on number of members:

To establish a 2-member limited liability company, there must be at least two members, the organization must have a legal entity or an individual aged 18 years or older with full civil capacity, do not belong to the subjects prohibited from establishing a company as prescribed in Article 17 of the Enterprise Law 2020.

Number of Members: The LLC must have at least 2 members, including individuals or organizations. The number of members cannot exceed 50.

2/ Rules on charter capital:

The charter capital of a 2-member LLC is the total value of the capital contributions of the participating members and is recorded in the company's charter. There are no maximum or minimum limits on charter capital.

Note: If the registered company's industry requires legal capital, the charter capital must be equal to or higher than the legal capital.

+ Too low capital: Although it reduces the financial responsibility of capital contributors, it raises concerns about the company's potential, reduce trust from customers and partners. In addition, low capital can make it difficult to get bank loans and is not enough to meet operating costs.

+ Too high capital: Increases financial responsibility and risk for contributors, but creates better trust for partners, especially in bidding projects. However, it will be related to the license tax amount that businesses must pay according to Article 4 of Decree 139/2016/ND-CP:

3/ Rules on company name:

The business name will include the business type combined with the personal name.

• Type of business: For example, 2-member limited liability company
• Personal name: made up of letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols according to the provisions of law.

Note:

• Foreign names can be kept unchanged or translated.
• Abbreviated name from Vietnamese name or foreign name.
• Do not cause confusion, duplicate other business names, or violate customs and traditions.
• Do not use the name of a state agency or political organization without receiving the consent of that agency, unit or organization.

There are two ways to check the same business name

• Method 1: Look up on the National Information Portal on business registration https://dangkylanhdoanh.gov.vn/vn/Pages/Trangchu.aspx
• Method 2: Look up using your business registration account https://dangkyquangdoanh.gov.vn/

4/ Regulations on business sectors:

When establishing a business, many people often choose to register multiple business codes to avoid having to add additional lines of business later in their operations. Although there is no limit to the number of occupations that can be registered, registering too many occupations that are not related to the actual business orientation can cause difficulties in the registration procedure.

Business lines are divided into two categories: conditional lines and unconditioned lines. If a business registers for a conditional industry code, they will have to meet that industry's legal requirements. So, you should only register occupations that are suitable for your business goals to avoid unnecessary procedures.

For conditional professions such as business, functional food production, or opening a clinic, although initially there is no need for legal documents for the profession when submitting the establishment application, but after receiving the certificate When registering a business, businesses are required to apply for a sublicense to be able to operate legally.

5/ Regulations on the location and headquarters of the company

The business registration address must be specific in the territory of Vietnam, including house number, alley, street, ward/commune, district/district, province/city, accompanied by phone number, fax and email (if any)

Do not use locations that only have residential functions such as apartments, residential areas or dormitories for office space or rental purposes.

If registering in a commercial area or mixed-use building, there must be documents proving that the location has commercial or office functions.

6/ Conditions for contributing capital to establish a limited liability company with 2 or more members

(1) The charter capital of a limited liability company with two or more members when registering to establish a business is the total value of the capital contributions committed by members and recorded in the company's charter.

(2) Members must contribute capital to the company in full and with the right type of assets as committed when registering to establish a business within 90 days from the date of issuance of the Business Registration Certificate, not including shipping and import time. Export assets as capital contribution and carry out administrative procedures to transfer asset ownership.

During this period, members have rights and obligations corresponding to the proportion of their committed capital contribution. Company members are only allowed to contribute capital to the company with assets other than the committed assets if they are approved by more than 50% of the remaining members.

(3) After 90 days from the date of issuance of the Business Registration Certificate, if there are still members who have not contributed capital or have not fully contributed capital as committed, they will be handled as follows:

- Members who have not yet contributed capital as committed are naturally no longer members of the company;

- Members who have not fully contributed their committed capital have rights corresponding to the capital they have contributed;

- The members' uncontributed capital is offered for sale according to the resolutions and decisions of the Board of Members.

(4) In case there are members who have not contributed capital or have not contributed the full amount of capital as committed, the company must register to change the charter capital, and the capital contribution ratio of the members is equal to the amount of capital contributed within 30 days from the date of registration. The last day must contribute the full capital contribution according to regulations.

Members who have not contributed capital or have not contributed the full amount of capital as committed must be responsible in proportion to the committed capital contribution ratio for the company's financial obligations arising during the period before the date of company registration. Sign changes in charter capital and member capital contribution ratio.

(Clause 1, 2, 3, 4, Article 47 of the Law on Enterprises 2020)

Let Dai Tin DTL become the launchpad for your business dreams ! Contact us today to receive consultation and choose the most suitable service package for your business!
 

DAI TIN DTL COMPANY LIMITED

Address: 622/3 Cong Hoa, Ward 13, Tan Binh District, HCMC
Hotline: