PROCEDURES FOR REGISTERING THE ESTABLISHMENT OF A MULTI-MEMBER LIMITED LIABILITY COMPANIES

February 9, 2026 | Guidelines, Setting up a company in Vietnam

In business practice, as the demand for cooperation among multiple individuals or organizations becomes increasingly common, choosing an appropriate business model has become a matter of primary concern. A Multi-Member Limited Liability Company is a legal form that allows members to jointly contribute capital, participate in management, and share benefits on the basis of limited liability. However, the involvement of multiple stakeholders also entails more stringent legal requirements from the establishment stage, particularly with respect to documentation, procedures, and the rights and obligations of the members. Therefore, having a clear understanding of the procedures for registering the establishment of a limited liability company with two or more members is an essential condition to ensure internal consistency and the legality of the enterprise’s operations from the outset.

- 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 Multi-Member Limited Liability Company

Pursuant to Clause 1, Article 46 of Law on Enterprises 2020, a Multiple-Member Limited Liability Company means an enterprise that has 02 – 50 members that are organizations or individuals. A member’s liability for the enterprise’s debts and other liabilities shall be equal to the amount of capital that member contributed to the enterprise.

3. Application for Registration of Establishment of a Multi-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 Multi-Member Limited Liability Company includes the following documents:

- The enterprise registration application – Multi-Member Limited Liability Company (Form No. 3, Appendix I enclosed with Circular No. 68/2025/TT-BTC); Download here

- The company’s charter; Download here

- The list of members (Form No. 6, Appendix I enclosed with Circular No. 68/2025/TT-BTC); 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 Multi-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 the registration of the establishment of a Multi-Member Limited Liability Company is not merely an administrative procedure, but also a step that establishes legal relationships among the capital-contributing members and between the enterprise and the State. Properly carrying out the registration process and complying with relevant legal regulations will help minimize internal disputes, safeguard the lawful rights and interests of the members, and create a stable legal foundation for the operation and development of the enterprise. Therefore, thoroughly studying the establishment registration process is an important factor enabling enterprises to proactively prevent legal risks and move toward effective and sustainable 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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