VI In today’s dynamic economy, the model of a Single-Member Limited Liability Company (LLC) has become a preferred choice for individuals and organizations seeking to truly own their business entities. However, to realize a startup idea, investors must navigate the strict legal requirements of the Law on Enterprises—ranging from applying business line codes to establishing an internal governance structure in compliance with regulations. Preparing inaccurate dossiers or lacking clarity on post-licensing procedures can lead to unnecessary administrative hurdles from the very beginning. To build a solid legal foundation and optimize the market entry process, let’s explore the steps and conditions for establishing a Single-Member LLC with Pham Consult.
- What is a Single-Member Limited Liability Company?
A single-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 company’s debts and other property obligations within the scope of the company’s charter capital. A single-member limited liability company acquires legal personality from the date of issuance of the Enterprise Registration Certificate.
According to Clause 3, Article 74 of the Law on Enterprises 2020, a single-member limited liability company may not issue shares, except for the purpose of conversion into a joint-stock company. A single-member limited liability company may issue bonds in accordance with this Law and other relevant provisions of law; the private placement of bonds shall comply with Article 128 and Article 129 of the Law on Enterprises.
The charter capital of a single-member limited liability company upon enterprise registration is the total value of assets committed by the company owner and recorded in the Company’s Charter.
- Conditions for establishing a Single-Member LLC
To establish a Single-Member LLC, the owner must meet the following legal conditions:
a. Conditions for the owner
– Must be a single individual or a single organization.
– Must have full civil legal capacity.
– Must not fall under the categories of subjects prohibited from establishing an enterprise as prescribed by law.
b. Conditions for the enterprise name
– Must not be identical to or cause confusion with other enterprises nationwide.
– Must consist of two elements: “Single-member Limited Liability Company” (or “Single-member LLC”) + “Proper Name”.
c. Conditions for charter capital
– Decided by the owner.
– No minimum level is required, except for business lines that require legal capital.
– Must contribute the full amount of capital and the exact types of assets committed upon registration within 90 days from the date of issuance of the license.
d. Conditions for headquarters
– The headquarters must be a location with a clear address.
– Must not be located in an apartment building used for residential purposes.
e. Conditions for business lines
– Business lines must be coded according to regulations.
– Conditional business lines must satisfy specific requirements after registration.
- Application dossier for registration of a Single-Member LLC
According to Article 21 of the Law on Enterprises 2020 (amended and supplemented in 2025), the application dossier for the registration of a single-member LLC includes the following documents:
(i) Application form for enterprise registration.
(ii) Company Charter.
(iii) List of beneficial owners of the enterprise (if any).
((iv) Copies of the following documents:
– Legal documents of the individual for the legal representative;
– Legal documents of the individual for the authorized representative and the document appointing the authorized representative;
– Legal documents of the organization for the owner being an organization. For owners being foreign organizations, copies of the legal documents of the organization must be consularly legalized;
– Investment Registration Certificate for foreign investors as prescribed by the Law on Investment.
In case the owner being an individual, the legal representative, or the authorized representative of the owner being an organization declares a personal identification number as prescribed in Clause 1, Article 11 of Decree No. 168/2025/ND-CP, the enterprise registration dossier shall not include copies of the legal documents of these individuals.
- Procedures for registration of a Single-Member LLC
The founder of the enterprise or an authorized person shall perform enterprise registration with the Business Registration Authority via the following methods:
– Registering the enterprise directly at the Business Registration Authority;
– Registering the enterprise via postal services;
– Registering the enterprise via the electronic information network.
Within 03 working days from the date of receipt of the dossier, the Business Registration Authority is responsible for reviewing the validity of the enterprise registration dossier and granting the enterprise registration; in case the dossier is invalid, the Business Registration Authority must notify the founder in writing of the contents that need to be amended or supplemented. In case of refusal, it must notify the founder in writing and clearly state the reasons.
After being granted the Enterprise Registration Certificate, the enterprise must make a public announcement on the National Business Registration Portal and pay fees as prescribed by law. The contents of the announcement include the information on the Enterprise Registration Certificate and information on the business lines. The time limit for the public announcement of enterprise information is 30 days from the date of public disclosure.
The request for the announcement of enterprise registration contents and the payment of the announcement fee shall be carried out at the time the enterprise submits its registration dossier. In case the enterprise is not granted registration, it will be refunded the announcement fee.
