Registration Process for Changing the Owner of a One-Member Limited Liability Company

 

1. Legal Basis

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

• Law No. 03/2022/QH15 dated January 11, 2022, amending and supplementing a number of articles of the Law on Public Investment, the Law on Investment in the form of Public-Private Partnership, the Law on Investment, the Law on Housing, the Law on Bidding, the Law on Electricity, the Law on Enterprises, the Law on Special Consumption Tax, and the Law on Enforcement of Civil Judgments;

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

• Decree 168/2025/NĐ-CP dated June 30, 2025, on business registration;

• Circular 68/2025/TT-BTC dated July 01, 2025, issuing forms used in business registration.

2. What is the Owner of a One-Member Limited Liability Company?

Current regulations do not provide a specific definition for the owner of a one-member limited liability company. Clause 1, Article 74 of the 2020 Law on Enterprises stipulates: "A one-member limited liability company is an enterprise owned by one organization or one individual (hereinafter referred to as the company owner). The company owner is liable for the debts and other property obligations of the company within the scope of the company's charter capital."

Thus, it can be understood: "The owner of a one-member limited liability company is a single organization or individual that owns the entire charter capital of the company. They are liable for the debts and other property obligations of the company within the scope of the committed charter capital."

3. Cases of Changing the Owner of a One-Member Limited Liability Company

Pursuant to Article 46 of Decree 168/2025/NĐ-CP, the owner of a one-member limited liability company changes in the following cases:

• The company owner transfers the entire charter capital to an individual or an organization;

• According to a decision of a competent authority on the arrangement and renewal of state-owned enterprises;

• Due to inheritance;

• Through a donation contract;

• The company owner being an organization divides, separates, merges, or consolidates the company.

4. Dossier for Registration of Change of Owner of a One-Member Limited Liability Company

To register a change of owner of a one-member limited liability company, a Dossier for registration of change of business registration content must be prepared with the documents specified in Article 46 of Decree 168/2025/NĐ-CP as follows:

4.1. Case of transferring the entire charter capital

The dossier includes:

• An application for registration of change of owner of the one-member limited liability company signed by the old owner (if individual) or the legal representative of the old owner (if organization) and the new owner (if individual) or the legal representative of the new owner (if organization) (Form No. 15, Circular 68/2025/TT-BTC);

• A copy of the legal documents of the organization and a copy of the document appointing an authorized representative, in case the transferee is an organization; For foreign organization owners, copies of the organization's legal documents must be consularly legalized.

• The capital contribution transfer contract or documents proving the completion of the transfer;

• A copy of the document from the Investment Registration Authority approving the capital contribution, purchase of shares, or purchase of capital contribution by the foreign investor or foreign-invested economic organization, in cases where the procedure for registering capital contribution, purchase of shares, or purchase of capital contribution is required under the Law on Investment.

4.2. Case based on a decision of a competent authority on the arrangement and renewal of state-owned enterprises

The dossier includes:

• An application for registration of change of owner of the one-member limited liability company signed by the old owner (if individual) or the legal representative of the old owner (if organization) and the new owner (if individual) or the legal representative of the new owner (if organization) (Form No. 15, Circular 68/2025/TT-BTC);

• A copy of the legal documents of the organization and a copy of the document appointing an authorized representative, in case the transferee is an organization; For foreign organization owners, copies of the organization's legal documents must be consularly legalized.

• The decision of the competent authority on the change of the company owner;

• A copy of the document from the Investment Registration Authority approving the capital contribution, purchase of shares, or purchase of capital contribution by the foreign investor or foreign-invested economic organization, in cases where the procedure for registering capital contribution, purchase of shares, or purchase of capital contribution is required under the Law on Investment.

4.3. Case of change of owner due to inheritance

The dossier includes:

• An application for registration of change of owner of the one-member limited liability company signed by the new individual owner or the legal representative of the new organization owner (Form No. 15, Circular 68/2025/TT-BTC);

• A copy of the legal documents of the organization and a copy of the document appointing an authorized representative, in case the heir is an organization; For foreign organization owners, copies of the organization's legal documents must be consularly legalized.

• A copy of the document certifying the legal inheritance rights of the heir;

• A copy of the document from the Investment Registration Authority approving the capital contribution, purchase of shares, or purchase of capital contribution by the foreign investor or foreign-invested economic organization, in cases where the procedure for registering capital contribution, purchase of shares, or purchase of capital contribution is required under the Law on Investment.

4.4. Case of change of owner through a donation contract

The dossier includes:

• An application for registration of change of owner of the one-member limited liability company signed by the old owner (if individual) or the legal representative of the old owner (if organization) and the new owner (if individual) or the legal representative of the new owner (if organization) (Form No. 15, Circular 68/2025/TT-BTC);

• A copy of the legal documents of the organization and a copy of the document appointing an authorized representative, in case the transferee is an organization; For foreign organization owners, copies of the organization's legal documents must be consularly legalized.

• The contract for the donation of capital contribution;

• A copy of the document from the Investment Registration Authority approving the capital contribution, purchase of shares, or purchase of capital contribution by the foreign investor or foreign-invested economic organization, in cases where the procedure for registering capital contribution, purchase of shares, or purchase of capital contribution is required under the Law on Investment.

4.5. Case where the company owner is an organization that divides, separates, merges, or consolidates

The dossier includes:

• An application for registration of change of owner of the one-member limited liability company signed by the old owner (if individual) or the legal representative of the old owner (if organization) and the new owner (if individual) or the legal representative of the new owner (if organization) (Form No. 15, Circular 68/2025/TT-BTC);

• A copy of the legal documents of the organization and a copy of the document appointing an authorized representative, in case the transferee is an organization; For foreign organization owners, copies of the organization's legal documents must be consularly legalized.

• One of the following documents proving the division, separation, merger, or consolidation of the company:

  • A copy or original of the resolution or decision on the division of the company (in case of company division);

  • A copy or original of the resolution or decision on the separation of the company (in case of company separation);

  • The merger contract (in case of company merger);

  • The consolidation contract (in case of company consolidation);

• A copy of the document from the Investment Registration Authority approving the capital contribution, purchase of shares, or purchase of capital contribution by the foreign investor or foreign-invested economic organization, in cases where the procedure for registering capital contribution, purchase of shares, or purchase of capital contribution is required under the Law on Investment.

*Note: For enterprises established before July 1, 2025, the supplementation of information about the beneficial owner of the enterprise (if any), and information to identify the beneficial owner of the enterprise (if any) shall be carried out concurrently at the time the enterprise performs the procedure for registering changes in business registration content or notifying changes in business registration content at the nearest instance, unless the enterprise requests to supplement the information earlier.

5. Registration Process for Changing the Owner of a One-Member Limited Liability Company

5.1. Procedure

• Step 1: Prepare the dossier for registration of change of business registration content;

• Step 2: Submit the dossier for registration of change of business registration content to the provincial-level Business Registration Authority where the company is headquartered;

• Step 3: The provincial-level Business Registration Authority issues a receipt of the dossier and schedules the result return date;

• Step 4: The provincial-level Business Registration Authority reviews the validity of the dossier; If the dossier is invalid, the provincial-level Business Registration Authority shall notify the enterprise in writing of the content that needs to be amended or supplemented.

• Step 5: The provincial-level Business Registration Authority issues the Certificate of Business Registration.

5.2. Competent Provincial-Level Business Registration Authority

• The Business Registration Authority under the provincial Department of Finance for enterprises located in the province or centrally-run city within the local management scope.

• The Management Board of the Hi-Tech Park for enterprises located in the hi-tech park.

5.3. Resolution Time Limit

03 working days from the date of receiving a valid dossier.

6. Conclusion

The change of owner of a one-member limited liability company, in essence, is not merely a transaction of transferring control of the enterprise, but also a step to adjust legal information to maintain the transparency of the business environment. By clearly understanding the registration process and accompanying requirements, businesses can be more proactive in handling dossiers, mitigating risks, and creating favorable conditions for operations after the transfer. Thereby, businesses not only comply with the provisions of the law but also strengthen the legal foundation for stable and sustainable development in the future.

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.

For more information: 

📞: +84 357 466 579

📧: contact@dblegal.vn

🌐Facebook:  DB Legal Vietnamese Fanpage or DB Legal English Fanpage 

🐦X(Twitter)

💼Linkedin

🎬Youtube