Single-Member Liability Limited Company In Vietnam

Regarding the SMLLC owned by an organization, the company’s structure is as follows:

SMLLC can choose one of two options:

1. I. President of the company, Director or General Director;

The company’s owner

President

Director or General Director

The company’s owner appoints the president. The president performs the owner’s rights and obligations in the owner’s name; conducts the company’s rights and obligations in the company’s name.

Director or General Director is appointed or hired by the Board of Members or the company’s President within a term of office of at most 05 years to manage the company’s everyday business.

2. II. Board of the company, Director or General Director.

The company’s owner

The Board of Member

Director or General Director

The Board of Members has 03 – 07 members. The Board of members is appointed and dismissed by the owner with a 5-year term of office. The Board of Members shall perform the owner’s rights and obligations in the owner’s name; perform the company’s rights and obligations in the company’s name. The President of the Board of Members shall be appointed by the owner or elected by members of the Board of Members under the majority rule following the procedures specified in the company's charter. 

As option 1, Director or General Director is appointed or hired by the Board of Members or the company’s President within a term of office at most 05 years to manage the company’s everyday business.

Regarding the SMLLC owned by an individual, the company’s structure is as follows:

The company’s owner

President

Director or General Director

A company’s owner is the President, who may concurrently hold the Director/General Director position or hire another person as the Director/General Director.

Application for registration of a single-member limited liability company is regulated in Article 24 of Decree No. 01/2021/NĐ-CP dated January 01, 2021, as follows:

1. Application form for enterprise registration.

2. The company’s charter.

3. Copies of the following documents:

a) Legal documents of the enterprise’s legal representative;

b) Legal documents of the company’s owner that is an individual; Legal documents of the company’s owner that is an organization (except for the State); Legal documents of the authorized representative and letter of appointment of authorized representative.

If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized;

c) Investment registration certificate if the enterprise is founded by a foreign investor or foreign-invested business entity in accordance with the Law on Investment and its guiding documents.

This type of business is often the choice of foreign investors because of the simplicity of the organizational structure, which is suitable for small and medium enterprises. If there is a growth in size, the enterprise can convert into a multiple-member limited liability company or a joint stock company.

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