PROCEDURE FOR REGISTRATION OF A SINGLE-MEMBER LIMITED LIABILITY COMPANY

February 7, 2026 | Guidelines, Setting up a company in Vietnam

Establishing a business is an important initial step for any individual or organization when entering commercial activities. Among the various types of enterprises currently available, the single-member limited liability company is favored by many investors thanks to its streamlined management structure, centralized decision-making authority, and risk being limited to the amount of contributed capital. However, in practice, many business registration applications are returned or require multiple revisions due to a lack of understanding of the procedures, required documents, or relevant legal requirements. Properly understanding and complying with these requirements from the outset not only helps the company commence operations promptly but also helps avoid potential legal risks in the future. The article below will provide you with a comprehensive overview of the procedures for registering the establishment of a single-member limited liability company in accordance with current regulations, thereby enabling you to be more proactive and efficient throughout the process.

1. Legal Basis?

- Law on Enterprises No. 59/2020/QH14 dated June 17, 2020;

- Law No. 03/2022/QH15 dated January 11, 2022, on amendments to certain articles of the Law on Public Investment, the Law on Public-Private Partnership Investment, the Law on Investment, the Law on Housing, the Law on Procurement, the Law on Electricity, the Law on Enterprises, the Law on Special Excise Duties and the Law on Civil Judgment Enforcement;

- Law No. 76/2025/QH15 dated July 16/2025 amending and supplementing a number of Articles of the Law on Enterprises;

- Decree No. 168/2025/ND-CP June 30, 2025, on Enterprise Registration;

- Circular No. 68/2025/TT-BTC dated July 01, 2025 promulgating forms to be used in Registration of Enterprises and Registration of Business Households.

2. What is a Single-Member Limited Liability Company?

Pursuant to Clause 1, Article 74 of Law on Enterprises 2020: “A single-member limited liability company is an enterprise owned by a single organization or individual (hereinafter referred to as “owner”). The owner’s liability for the company’s debts and other liabilities shall be equal to the company’s charter capital.”

3. Application for Registration of Establishment of a Single-Member Limited Liability Company?

Pursuant to Article 21 of Law on Enterprises 2020 and Circular No. 68/2025/TT-BTC, the dossier for registration of establishment of a single-member limited liability company includes the following documents:

- The enterprise registration application – Single-Member Limited Liability Company (Form No. 2, Appendix I enclosed with Circular No. 68/2025/TT-BTC); Download here

- The company’s charter; Download here

- List of Beneficial Owners of the Enterprise (Form No. 10, Appendix I enclosed with Circular No. 68/2025/TT-BTC); Download here

- Copies of:

+ Legal documents of members who are individuals and legal representative;

+ Legal documents of members that are organizations, documents about designation of authorized representatives and their legal documents;

Legalized copies of legal documents of the members that are foreign organizations.

+ The Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment.

4. Procedures for Registration of Establishment of a Single-Member Limited Liability Company?

Pursuant to Article 26 of Law on Enterprises 2020, Article 20 of Decree No. 168/2025/ND-CP

Procedure:

Step 1: Preparation of the application dossier for enterprise establishment;

Step 2: The enterprise’s founder or the authorized person shall apply for enterprise registration at the business registration authority as follows:

- Direct application at the business registration authority;

- Submission of the application by post;

- Online enterprise registration.

Step 3: The business registration authority shall consider the validity of the application;

Step 4: The business registration authority shall issue the Enterprise Registration Certificate.

In the event that the application dossier is not valid, the business registration authority must notify the enterprise founder in writing of the contents requiring amendment or supplementation.

In the case of refusal to register the enterprise, the business registration authority must notify the enterprise founder in writing and clearly state the reasons for such refusal.

Competent authority:

- The business registration authority affiliated to the Department of Finance of province or central-affiliated city shall consider issuing enterprise registration certificates to enterprises located in the province or city and falling under their jurisdiction.

- Each hi-tech zone management board shall consider issuing enterprise registration certificates to enterprises located within the hi-tech zone.

Processing time: Within 03 working days from the date of receiving the application.

It can be seen that although the procedure for registering the establishment of a single-member limited liability company is not overly complicated, it requires accuracy and strict compliance with legal regulations. Preparing a complete set of documents, choosing the appropriate type of enterprise, and following the correct sequence of procedures will help businesses save time and costs while minimizing unnecessary obstacles. In cases where investors lack experience or encounter difficulties during the process, seeking support from a reputable legal consulting firm is a necessary solution to ensure that the company establishment process is carried out smoothly and in compliance with the law, thereby creating a solid foundation for long-term business operations.

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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