A limited liability company with two or more members is an enterprise, of which: Members may be organizations or individuals; The number of members does not exceed 50; Members are responsible for debts and other property obligations of enterprises within the amount of capital contributed to the enterprises.
The type of business of a two-member limited liability company has many advantages such as: The company’s members are only responsible for the company’s activities within the amount of capital contributed to the company, so there is little risk to the contributors. capital. The members are often acquaintances and trust each other so the management and administration of the company is not too complicated. The capital transfer regime is strictly regulated. So investors can easily control the change of members. Limit the entry of strangers into the company. Members who want to transfer capital will have to prioritize the transfer to the remaining members of the company first.
So to set up a limited liability company with two or more members, you need to follow these steps:
Step 1: Prepare information, papers to establish Limited Liability Company with two or more members
– Name of the enterprise: Not to be duplicated, not to cause confusion with other enterprises nationwide;
– Head office of an enterprise: is a contact point of an enterprise in the territory of Vietnam, with an address determined to include house number, niche, alley, lane, street, street, or village, hamlet, hamlet or commune , wards, townships, districts, towns, provincial cities, provinces and centrally run cities; telephone number, fax number and email (if any).
– Charter capital: is the value of assets committed by members to contribute capital and stated in the company’s charter.
– Business lines: Ensuring to be included in the system of national economic branches or specialized laws, not banned from business investment.
– Legal representative: An individual who represents the enterprise to exercise rights and obligations arising from the transaction of the enterprise. A limited liability company with two or more members may have one or more representatives at law.
– Information about founding members:
+ For individual members: copy of identity card, passport or other lawful personal identification;
+ For members being organizations: copies of establishment decisions, business registration certificates or other equivalent documents of organizations; power of attorney, people’s identity card, passport or other lawful personal identification of the authorized representative.
+ For members being foreign organizations, the copy of the business registration certificate must be certified by the agency where the organization has registered no more than three months before the date of filing the business registration dossier.
A dossier of establishment of a limited liability company with two or more members includes:
An application form for enterprise registration using the form in Annex I-3 of Circular No. 02/2019 / TT-BKHDT;
Company charter (with full name and signature of member being an individual and legal representative or authorized representative of member being organization);
List of members in the form prescribed in Appendix I-6 of Circular No. 02/2019 / TT-BKHDT;
Valid copies of the following papers:
One of the personal identification papers specified in Article 10 of Decree No. 78/2015 / ND-CP in case the founder of an enterprise is an individual;
Establishment decision or certificate of enterprise registration or other equivalent documents, one of the personal identification papers specified in Article 10 of Decree No. 78/2015 / ND-CP of the authorized representative and corresponding authorization document in case the founder of an enterprise is an organization;
Certificate of investment registration in the case where an enterprise is established or participated in establishment by a foreign investor or a foreign-invested business organization in accordance with the Law on Investment and guiding documents. guide implementation.
Power of attorney for the person who carries out the procedures for establishing the enterprise (if not the legal representative).
Step 2. Prepare and complete the establishment file of the limited liability company with two or more members as instructed above.
Step 3: – Apply online via the National Business Registration Portal at: https://dangkykinhdoanh.gov.vn.
– Submit the dossier of establishment of one member limited liability company as instructed above to the business registration office of the local Province / City.
Step 4: Receive the result of the certificate of business registration within 3 working days from the date of receipt of the application, the Business Registration Office shall complete the settlement result and transfer it to the One-stop-shop office for business registration to return the results. (if valid).
Step 5: Implement procedures to engrave the circle of the enterprise + Notify the seal sample on the national registration portal.
– Enterprise Law 2014;
– Decree 78/2015 / ND-CP dated September 14, 2015 on enterprise registration;
– Circular No. 20/2015 / TT-BKHDT dated December 1, 2015;
– Circular 02/2019 / TT-BKHDT dated January 8, 2019.