VI In corporate governance, the transfer of capital or changes in investment strategy inevitably lead to a change in the entity holding the highest controlling power in Single-Member Limited Liability Companies. From a legal perspective, this process is not merely the signing of a transfer contract or inheritance document; it involves a series of strict administrative procedures at the business registration authority to establish the status of the new owner. This change directly impacts the Company’s Charter, management organizational structure, and related tax obligations, requiring the enterprise to prepare dossiers thoroughly and comply with statutory deadlines. To master the implementation roadmap and important notes to ensure business continuity, let’s explore the regulations on changing the owner of a Single-Member Limited Liability Company with Pham Consult below.
- Cases of changing the owner of a Single-Member Limited Liability Company
A Single-Member Limited Liability Company is an enterprise owned by one organization or one individual. The company owner is responsible for the company’s debts and other property obligations within the scope of the company’s charter capital.
According to Article 46 of Decree 168/2025/ND-CP, a Single-Member Limited Liability Company (LLC) changes its owner in the following cases:
– The owner of the Single-Member LLC transfers the entire charter capital to another individual or organization.
– Changing the owner of the Single-Member LLC according to the decision of a competent authority on the arrangement and innovation of state-owned enterprises.
– Changing the owner of the Single-Member LLC due to inheritance.
– Changing the owner of the Single-Member LLC due to the donation of the entire contributed capital.
– Changing the owner of the Single-Member LLC according to a decision on division, separation, merger, or consolidation of the company.
- Dossier for registration of change of owner of a Single-Member LLC
According to the provisions of Article 46 of Decree 168/2025/ND-CP, the dossier for registration of change of owner of a Single-Member LLC includes the following documents:
a. In case the company owner transfers the entire charter capital to another individual or organization:
The transferor must submit a dossier for registration of changes to the business registration contents as follows:
– An application for registration of change of owner of the Single-Member LLC signed by the old owner (if an individual) or the legal representative of the old owner (if an organization) and the new owner (if an individual) or the legal representative of the new owner (if an organization).
– Copies 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 owners that are foreign organizations, 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, share purchase, or purchase of contributed capital by foreign investors or foreign-invested economic organizations in cases where procedures for registration of capital contribution, share purchase, or purchase of contributed capital must be performed according to the Law on Investment 2020.
b. In case of changing the owner of a Single-Member LLC according to a decision of a competent authority:
The dossier for registration of the change is implemented similarly to section a above. In this case, the transfer contract or documents proving the transfer are replaced by the decision of the competent authority regarding the change of the company owner.
c. In case of changing the owner of a Single-Member LLC due to inheritance:
The heir must submit a dossier for registration of changes to the business registration contents as follows:
– An application for registration of change of owner of the Single-Member LLC signed by the new individual owner or the legal representative of the new organizational owner;
– Copies 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 owners that are foreign organizations, copies of the organization’s legal documents must be consularly legalized;
– A copy of the document confirming the heir’s legal right to inheritance;
– A copy of the document from the Investment Registration Authority approving the capital contribution, share purchase, or purchase of contributed capital by foreign investors or foreign-invested economic organizations in cases where procedures for registration of capital contribution, share purchase, or purchase of contributed capital must be performed according to the Law on Investment.
d. In case of changing the owner of a Single-Member LLC through a donation contract:
The business registration dossier includes the documents specified in section a above, in which the transfer contract or documents proving the completion of the transfer are replaced by the contract for the donation of the contributed capital.
e. In case of changing the owner of a Single-Member LLC due to the organizational owner undergoing division, separation, merger, or consolidation:
The business registration dossier includes the documents mentioned in case a. above. In this case, the capital contribution transfer contract or documents proving the completion of the transfer are replaced by the following documents:
– In case of company division: A copy or the original of the resolution or decision on the division of the company as prescribed in Article 198 of the Law on Enterprises 2020.
– In case of company separation: A copy or the original of the resolution or decision on the separation of the company as prescribed in Article 199 of the Law on Enterprises 2020.
– In case of company merger: The merger contract as prescribed in Article 201 of the Law on Enterprises 2020.
– In case of company consolidation: The consolidation contract as prescribed in Article 200 of the Law on Enterprises 2020.
Note: In case of registering the change of owner of a Single-Member LLC simultaneously with the registration of a change of the legal representative, or registering changes to business registration contents, notifying changes to business registration contents, updating/supplementing business registration information, or correcting business registration information, the persons authorized to sign the application or notice in the business registration dossier include:
– The persons signing the application for registration of change of owner are the old owner and the new owner according to Point a, Clause 1, Article 46 of Decree 168/2025/ND-CP.
– In case the individual owner has deceased, the new owner who is the heir shall sign according to Point a, Clause 3, Article 46 of Decree 168/2025/ND-CP.
– The person signing the authorization document, the application for change of legal representative, and other contents in the dossier is the new owner.
- Procedures for registration of change of owner of a Single-Member LLC
Information about the company owner is one of the contents of the Enterprise Registration Certificate (according to Clause 3, Article 28 of the Law on Enterprises 2020).
According to the provisions of Clauses 1 and 2, Article 30 of the Law on Enterprises 2020, when changing the owner of a Single-Member LLC, the procedure for registering changes to the contents of the Enterprise Registration Certificate must be carried out within 10 days from the date of the change, specifically as follows:
Step 1: The enterprise prepares and submits the dossier for registration of change of owner of the Single-Member LLC at the provincial Business Registration Authority where the company’s head office is located.
Step 2: After receiving the business registration dossier, the provincial Business Registration Authority issues a receipt of the dossier and schedules a date to return the results to the submitter. Within 03 working days from the date of receipt of the dossier, the provincial Business Registration Authority considers the validity of the dossier and issues the Enterprise Registration Certificate to the enterprise as prescribed; if the dossier is invalid, the provincial Business Registration Authority shall notify the enterprise in writing of the contents that need to be amended or supplemented.
