VI Within the organizational structure of a single-member limited liability company, the owner is an individual or organization holding the entire charter capital and having the authority to make decisions regarding activities and development strategies of the enterprise. A change in the company’s owner may arise from the transfer of capital, internal restructuring, or legal events such as inheritance or gifting. To ensure that the transfer is carried out lawfully, without disrupting business operations, and to minimize potential legal risks, the enterprise needs to clearly understand and properly follow the procedures for registering the change in accordance with the applicable regulations. Let Pham Consult walk you through the detailed legal regulations and important considerations during the implementation of this procedure.
- Dossier for registration of a change in the owner of a single-member limited liability company where the company owner transfers the entire charter capital to an individual or an organization
The composition of the dossier for registering a change in the owner of a single-member limited liability company is not fixed but varies depending on the legal event giving rise to such change. The law clearly provides for corresponding dossier requirements for each event resulting in a change of the owner of a single-member limited liability company under Decree No. 168/2025/ND-CP. To ensure that the administrative procedure is processed smoothly and promptly, single-member limited liability companies should pay particular attention to preparing a complete and accurate dossier in accordance with the applicable regulations for each case of change of company owner.
Pursuant to Clause 1, Article 46 of Decree No. 168/2025/ND-CP, where the company owner transfers the entire charter capital to an individual or an organization, the transferee shall submit a dossier for registration of changes to the enterprise registration information, comprising the following documents:
– An application for registration of the change in the owner of the single-member limited liability company, signed by the former owner, being the individual/former owner’s legal representative where the former owner is an organization, and the new owner, being the individual/new owner’s legal representative where the new owner is an organization.
– Where the transferee is an organization, a copy of the organization’s legal documents and a copy of the document appointing its authorized representative must also be prepared. In the case of a foreign organizational owner, the copy of the organization’s legal document must undergo consular legalization.
– The contract for transfer of the contributed capital or documents evidencing completion of the transfer.
– A copy of the document issued by the investment registration authority approving the foreign investor or foreign-invested economic organization making a capital contribution, purchasing shares, or purchasing contributed capital, in cases where the procedures for registration of capital contribution, share purchase, or purchase of contributed capital are required under the Law on Investment.
- Authority to sign the application for registration of a change in the owner of a single-member limited liability company where the company owner transfers the entire charter capital to an individual or an organization
The authority to sign the application for registration of a change in the owner of a single-member limited liability company is one of the important legal aspects that is also most susceptible to errors when preparing the dossier. Pursuant to Clause 6, Article 46 of Decree No. 168/2025/ND-CP, where a single-member limited liability company registers a change in its owner concurrently with the registration of changes to other information on the Enterprise Registration Certificate, notification of changes to enterprise registration information, updating or supplementation of enterprise registration information, or correction of enterprise registration information, the persons authorized to sign the applications and notifications included in the enterprise registration dossier are as follows:
– The persons authorized to sign the application for registration of the change in the owner of the single-member limited liability company are the former owner (including the individual/former owner’s legal representative where the former owner is an organization) and the new owner (including the individual/new owner’s legal representative where the new owner is an organization).
– The person authorized to sign the authorization letter for carrying out the enterprise registration procedures, as well as the application for registration of a change in the legal representative and any application or notification for changes to other information included in the enterprise registration dossier, is the new owner (including the individual/new owner’s legal representative where the new owner is an organization).
- Procedures for registration of a change in the owner of a single-member limited liability company where the company owner transfers the entire charter capital to an individual or an organization
Pursuant to Clauses 1 and 7, Article 46 of Decree No. 168/2025/ND-CP, after completing the dossier, the next step is for the enterprise to submit the dossier to the competent business registration authority, wait for the competent authority to receive and process the dossier, and subsequently receive the result, as follows:
– The enterprise shall submit the dossier for registration of changes to the enterprise registration information to the provincial-level Business Registration Authority where the company’s head office is located.
– Upon receipt of the enterprise registration dossier, the provincial-level Business Registration Authority shall issue an acknowledgement of receipt and an appointment notice specifying the date for returning the result to the dossier submitter.
– Within 03 working days from the date of receipt of the enterprise registration dossier, the provincial-level Business Registration Authority shall review the validity of the dossier and issue an Enterprise Registration Certificate to the enterprise in accordance with the regulations.
Where the dossier submitted by the enterprise is invalid, the provincial-level Business Registration Authority shall issue a written notification specifying the contents requiring amendment or supplementation and send it to the enterprise.
- Recommended actions for single-member limited liability companies to consider after a change in ownership
To ensure consistency and avoid disruption to transactions, after completing the registration procedure for the change in ownership, the single-member limited liability company should promptly carry out the following actions:
– Update the company’s Charter to reflect the information of the new owner.
– Carry out procedures to change the information of the bank account holder and update the relevant information with the banks with which the enterprise maintains transactions.
– Update the information on the electronic tax filing system and the social insurance declaration system.
– Carry out procedures to amend the information stated on the enterprise’s sub-licenses, where required under specialized regulations.
– Issue an official written notice to partners, customers, and suppliers informing them of the new owner’s information, thereby ensuring legality and continuity in the execution and performance of transactions following the change.
