Are you searching for information on establishing a foreign-invested Limited Liability Company (LLC) but feeling overwhelmed by the maze of legal requirements? This is completely normal, as domestic laws and international regulations may differ. With extensive experience successfully advising FDI investors in setting up LLCs, KMC will guide you step by step in this comprehensive article.
Classification of Limited Liability Companies (LLCs): Which Type Do You Belong To?
A Limited Liability Company (LLC) in Vietnam generally falls into two categories: Single-Member LLC and Multi-Member LLC.
Single-Member LLC
This is a streamlined choice for independent investors, as it requires only one organization or even a single individual as the owner. The owner is responsible for all debts and liabilities of the company, but only within the scope of the registered charter capital.
Since there is only one owner, decisions can be made quickly without complex meetings. This makes it an ideal option for foreign investors seeking to own 100% of the capital in Vietnam.
The organizational structure of this type is fairly simple, consisting of the Owner, the Company President, and the Director/General Director.
Regarding charter capital, the owner may contribute additional capital independently. However, if the company wishes to raise capital from others, it must be converted into a Multi-Member LLC or a Joint Stock Company. Additionally, a Single-Member LLC is only allowed to reduce its capital after two years of operation, provided that all debts and liabilities are fully settled, and that the charter capital must be fully contributed within 90 days of registration.
Multi-Member LLC
This type consists of between 2 and 50 members (either individuals or organizations) contributing capital. Each member is liable only within the scope of their committed capital contribution, making it a flexible model for partnerships.
Having multiple members helps distribute financial risk and makes it easier to raise capital. It is an excellent option for foreign investors looking to partner with Vietnamese investors or other co-investors to develop large-scale projects.
However, the organizational structure of a Multi-Member LLC is more complex. It must have a Members’ Council, a Chairman of the Members’ Council, and a Director. If the company has more than 11 members, a Supervisory Board is mandatory to ensure transparency.
Compared to a Single-Member LLC, this type offers more flexibility in increasing charter capital through existing members, transferring capital contributions, or admitting new members. For capital reductions, both types of LLCs must comply with the same conditions.
Conditions and Required Documents
Conditions
To establish a Limited Liability Company (LLC) in Vietnam, you must meet the following basic requirements:
Company Name
The company name must include the phrase “Công ty TNHH” (Limited Liability Company) or “Công ty Trách nhiệm hữu hạn” followed by a unique name. For example: Công ty TNHH Fuji Việt Nam.
The name must not duplicate or cause confusion with other registered businesses. Therefore, it is advisable to check availability in advance on the National Business Registration Portal to ensure compliance.
Note: It is not necessary to include “một thành viên” (Single Member) or “MTV” in the company name, as this is not required and allows more flexibility if you later convert to another company type.
Registered Head Office Address
The head office must have a specific address, e.g., 123 Nguyễn Văn Cừ, Ward 5, District 5, Ho Chi Minh City.
According to the Law on Housing 2014, a company may not register its head office at a residential apartment or state-owned dormitory.
The head office is where the company places its office, signage, and conducts business transactions.
Charter Capital
Charter capital is the amount of capital you commit to contribute to operate the company. The good news is that you do not need to prove this capital when registering. However, the charter capital affects the annual license tax. Enterprises with charter capital over VND 10 billion are subject to a license tax of VND 3 million per year, while those with VND 10 billion or less pay VND 2 million per year.
Note that newly established companies are exempt from license tax in their first year (under Decree No. 22/2020/NĐ-CP). Therefore, you should choose a charter capital amount appropriate to your business scale and financial capacity.
Business Lines
You may freely register business lines not prohibited by law. However, some sectors such as education, healthcare, and real estate are conditional, requiring specific qualifications such as statutory capital or professional certificates.
For FDI enterprises, certain sectors impose conditions on foreign ownership ratios or other special requirements under the Law on Investment. Contact KMC for detailed advice on suitable business lines.
Legal Representative
The legal representative is not required to be a capital-contributing member but must be at least 18 years old and have full civil capacity. The representative can be either a Vietnamese or a foreign national, giving FDI enterprises flexibility. Civil servants and public employees are prohibited from contributing capital or being members of an LLC, but they may acquire shares in a joint stock company.
Required Documents
The application dossier for establishing an LLC with foreign direct investment (FDI) has several specific requirements to comply with Vietnamese regulations, particularly the Law on Enterprises 2025 and Circular No. 68/2025/TT-BTC. The detailed list includes:
Enterprise Registration Application Form
According to Circular No. 68/2025/TT-BTC, use Form I-2 (for Single-Member LLC) or Form I-3 (for Multi-Member LLC). This form must include basic information such as the company name, head office address, business lines, and charter capital.
Company Charter
A document specifying in detail the organizational structure, rights, and obligations of members, approved by all founding members.
List of Members
Applicable only to Multi-Member LLCs. Use Form I-6 to list information of all contributing members.
Beneficial Ownership Declaration (mandatory from July 1, 2025)
For beneficial ownership declaration, use Form II-10 and Form I-11. These forms must include information such as name, nationality, ownership percentage, and controlling rights, and must be signed by the company’s legal representative.
Certified Copies of Legal Documents
- For individual capital contributors: notarized copies of Citizen Identity Card (CCCD) or passport.
- For organizational capital contributors:
- A copy of the Business Registration Certificate or equivalent document.
- A resolution/decision appointing the legal representative and a certified copy of the legal documents of that representative.
- Note: For foreign organizations, all documents must be consularly legalized.
- For the legal representative of the company: a certified copy of the CCCD or passport.
Investment Registration Certificate
Mandatory for FDI enterprises in accordance with the Law on Investment.
Power of Attorney (if applicable)
If the applicant is not the legal representative, a power of attorney and a certified copy of the authorized person’s legal documents must be submitted.
Relevant Fees
While the application for enterprise registration itself is exempt from fees, other mandatory costs include:
- VND 100,000: fee for publication of enterprise registration on the National Business Registration Portal.
- VND 450,000: fee for seal engraving and publication of the seal specimen.
- VND 200,000: fee for authorized application submission (if using authorization services).
Tips for Preparing an Accurate Application
Before submission, carefully review the dossier to ensure all documents are properly notarized and that all information is consistent.
For documents originating from abroad, consular legalization is required before submission.
As FDI enterprises often face more complex documentation requirements, it is advisable to use professional consulting services such as KMC to help prepare and review the application. This reduces errors and saves valuable time.
Procedure and Timeline for Establishing an LLC
Step 1: Submit the Application
Once all documents are prepared, submit the enterprise registration application to the Business Registration Division of the Department of Planning and Investment (DPI) in the province/city where the company’s head office will be located.
There are three submission methods, allowing flexibility depending on your needs:
In-person submission: Submit the paper dossier directly at the DPI if you prefer to interact face-to-face with the authority.
Postal submission: Send the application via postal service to the DPI, saving travel time.
Online submission: Use the National Business Registration Portal with a business registration account or digital signature. Electronic dossiers have the same validity as paper dossiers, so this option is equally reliable.
Note: In many localities, online submission has become 100% mandatory. Therefore, always check the local requirements in advance to avoid unnecessary delays.
Step 2: Obtain the Registration Result
After submission, the DPI will review the application within 3 working days:
- If the application is valid, you will be issued an Enterprise Registration Certificate, marking the official establishment of the company.
- If the application is invalid, the authority will issue a written notice specifying the amendments or supplements required. Simply make the corrections and resubmit.
- For online submissions, once the application is approved, you must present the original paper dossier and pay the required fees at the DPI’s one-stop service counter to receive the official certificate.
In practice, the entire process—from submission to receiving the certificate—usually takes 5–7 working days, depending on processing speed and whether supplementary documents are required.
Mandatory Tasks After Receiving the Enterprise Registration Certificate
Public Announcement of Enterprise Establishment
According to Article 32 of the 2020 Enterprise Law, after obtaining the Enterprise Registration Certificate, you must publish the company’s establishment information on the National Business Registration Portal within 30 days from the date of issuance. Failure to comply may result in administrative fines.
There are two methods of publication: online and in-person. For online publication, access the National Business Registration Portal, complete all required information, and pay the publication fee. Alternatively, you may submit the dossier directly to the Business Registration Division of the Department of Planning and Investment (DPI) where the company’s head office is located.
It is recommended to keep the receipt of publication as proof if needed.
Submission of Initial Tax Declaration Dossier
The initial tax declaration dossier allows the tax authority to determine the company’s accounting method and type of invoice to be used. This step is critical to ensure tax compliance from the outset.
Documents required include:
- Declaration of Business License Tax (should be prioritized as this is a mandatory tax).
- Written registration of accounting method and type of invoice (e.g., e-invoice).
- Decision on appointment of the General Director and Chief Accountant.
- Method of depreciation for fixed assets (if applicable).
- Registration form for exchanging information with the tax authority.
Once prepared, submit the dossier to the local Tax Sub-Department where the company’s head office is located.
Opening a Corporate Bank Account
A corporate bank account is essential for conducting transactions with partners, managing cash flow transparently, and tracking expenditures effectively.
The process involves choosing a reputable commercial bank in Vietnam and preparing the documents required by the bank.
This step is mandatory, but unlike before, you are no longer required to notify the tax authority of the bank account, saving time for businesses.
Purchasing a Digital Signature (Token)
A digital signature is a mandatory tool for electronic transactions such as tax declarations, social insurance payments, and issuing e-invoices.
It allows businesses to work remotely without visiting the tax or insurance authority in person—highly convenient for busy FDI companies.
To obtain one, contact a licensed digital signature provider to register and receive the token.
Installing a Company Signboard
A company signboard must be placed at the head office, branch, and representative office. The signboard must clearly state the company’s name and tax code.
This is a legal requirement; non-compliance may result in fines of VND 10–15 million.
Making the Company Seal
The company seal is used for signing contracts, documents, and invoices, ensuring legal validity.
Although you are no longer required to register the seal specimen with the authorities, the seal must include accurate information about the company’s name and tax code.
Issuing Electronic Invoices
Since July 1, 2022, all enterprises are required to use electronic invoices in accordance with regulations.
E-invoices replace paper invoices, helping to reduce costs and improve management efficiency. They are easy to store, highly secure, and allow for more professional transaction management.
Registration of Social Insurance for Employees
Within 30 days from the date of signing a labor contract, you must register social insurance (SI) for your employees. This is not only a legal obligation but also helps your business build a professional working environment and attract talent.
To register social insurance for employees, prepare the following documents: the declaration form for the employer’s participation in social insurance, the list of employees participating in social insurance, and the employees’ labor contracts, then submit them to the local Social Insurance Agency.
Completion of Sub-Licenses, Certificates, and Capital Contribution
If your business sector (e.g., education, healthcare) requires a sub-license or professional practicing certificate, you must obtain them promptly to avoid penalties during inspections.
You are also required to fulfill your registered capital contribution commitment within the statutory deadline (typically 90 days from the date of receiving the license). If facing financial difficulties, you may apply for a reduction of charter capital at the Department of Planning and Investment (DPI).
Establishing a Limited Liability Company does not end with obtaining the business license; it also includes the subsequent post-licensing procedures. This process can be complex for FDI enterprises due to differences between Vietnamese regulations and the parent company’s policies. Therefore, if you require assistance, please contact KMC – Professional Consulting Services via hotline +84 814894789 (Hanoi). We have provided consultation and solutions to numerous FDI companies like yours.
