Limited-Liability Company Registration in Vietnam

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SBLaw would like to provide you the legal procedure for Vietnam Limited-liability company registration as follows:

1. Limited-Liability Company under Vietnam Enterprise Law
A limited-liability company is a legal entity established by its members through capital contributions to the company. The capital contribution of each member is treated as equity. The members of a limited-liability company are liable for the financial obligations of the limited-liability company to the extent of their capital contributions (actual or declared).

The management structure of a limited-liability company consists of the members’ council, the chairman of the members’ council, the general director and a controller (or board of supervisors where the limited-liability company has more than 10 members).
A limited-liability company established by foreign investors may take the form of either:

•  a 100% foreign-owned enterprise (where all members are foreign investors); or

•  a foreign-invested joint-venture enterprise between foreign investors and at least one domestic investor.

A limited-liability company may not issue securities to mobilise capital

2. Roadmap for setting up limited-liability company

The roadmap for setting up imited-liability company in Vietnam can be described in following steps as follows:

2.1 Preparing the application dossier: We shall collect necessary information and documents from you. Upon receipt of necessary information and documents from you, we shall translate documents from English into Vietnamese and prepare the application dossier under the standard forms. The initial drafted application dossier shall be sent to you for your comments. Then, after updating the application dossier based on your comments, we shall obtain the preliminary comments from the competent authority and send the finalized application dossiers for you to sign and seal. We anticipate that this phase shall be completed within 05-07 working days.

2.2.Submission of application dossier: Within 02 working days from receipt of duly signed and sealed application dossier, we shall submit the application dossier to the competent authority. It shall take from ____ workings days from submission of application dossier to the competent authority for the provincial licensing authority to grant the Investment Certificate.

2.3.Post licensing: Within 10 working days we shall complete the post licensing procedures such as publishing the New Company in News Paper, obtaining seal and tax code registration.

3. Our scope of work

SCOPE OF SERVICES
Preparation of the application documents:

  • Notifying application documents required in accordance with Vietnamese law;
  • Drafting application documents required for submission purpose;
  • Liaising with SBLaw to discuss the draft application documents;
  • Amending the application documents based on your company’ comments;
  • Obtaining preliminary comments from the licensing authority on the draft application documents;
  • Finalizing the application documents following comments from the licensing authority; and
  • Translating the final version of the application documents into Vietnamese for execution.
Licensing procedures:

  • Submitting the application dossier to the licensing authority on your company’s behalf;
  • Monitoring and following up with the relevant authorities on the approval process;
  • Keeping your company updated on the developments and additional requirements, if any; and
  • Assisting your company in obtaining the investment certificate.
Post-licensing procedures:Upon the issuance of the investment certificate, the NewCo shall be required to carry out immediate administrative procedures.

Our services include:

  • Obtaining the seal of the NewCo ;
  • Obtaining the NewCo’s tax code; and
  • Placing an announcement on the establishment of the NewCo in the newspaper.

 

 4.Our delivarables

The Deliverables will include documents prepared in Vietnamese as required for submission to licensing bodies.

You will review, approve and where necessary sign these documents.

SBLaw may provide English translations of these documents (or extracts thereof), but the translated documents should be used for reference other the purposes of discharging your responsibility for the positions taken and the underlying company information.

 

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