A single-member limited liability company is an enterprise under the ownership of an organization or individual. The company’s owner is liable for the company’s debts and other liabilities up to the company’s charter capital. If you cannot travel to Vietnam due to coronavirus, you may talk to your lawyer via Whatsapp, Viber, iMessage, Webchat or Google hangout, Zoom video, Skype for business from anywhere in the world.
The company’s owner has the rights to enjoy full control over the business. It is not compulsory for a director to be Vietnamese. Foreigner can be the director(s) of the company. Besides, the company can be converted into a joint-stock company without raising capital from other entities, without selling stakes to other entities/raising capital from other entities/selling part of or all of the stakes to one or some other entities/ combination of the mentioned methods. Approximate every year, more than 200,000 companies registered in Vietnam.
Advantages
Limited Liability: The company’s owner is liable for the company’s debts and other liabilities up to the company’s charter capital. It means that if company suffers from any loss and faces financial distress because of primary business activity, the company owner shall be liable for the debts and other property obligations of the enterprise within the amount of capital that the owner has undertaken to contribute to the company.
Duration of Existence: There is no regulation in the Enterprise law that limits the operating time of a company. The company may specify that its operation duration is 50 years or more, counting from the date it is granted an Enterprise Registration Certificate by the Business Registration Authority.
Scope of Expansion: The Scope of expansion is higher because easy to raise capital from a venture capitalist, angel investor, financial institutions and the advantage of limited liability.
Brand Value: Company’s brand value will get increased because employees feel secure in joining a single-member limited liability company, vendor feels secure in offering credit, investor feels secure in investing, the customer feels trust and confidence in brand in buying company product/services because of a sound corporate structure.
Valuation and Customer: The valuation is an important aspect of the company and high valuation comes from loyal customers. You should work on a business model with a higher lifetime value of a customer; Entrepreneur should focus on higher assessment of the company by offering the unique value proposition to the customer’s life.
Registration Process
Pre-licensing:
You should visit Department of Planning and Investment (DPI), as a foreigner, lawyer from business law firm, such as GBS will help you to arrange a meeting with them or the lawyer can advise you about documents required for the appraisal of the company. “If you cannot travel to Vietnam due to coronavirus, just communicate with the lawyer via Whatsapp, Viber, call +84903189033 or use google hangout, Zoom video, Skype for business from anywhere in the world”, said Sophie Dao, Partner of GBS.
Regarding obtaining certified copies of required documents, you can do it yourself of ask your lawyer to prepare a list of required legal documents. The required documents for individual investor are simpler than that for incorporate investor. If you don’t know how to do it, contact your lawyer for support.
Company incorporation
You or your lawyer will draft the application form for the investment registration certificate (IRC); charter of the company; outline of the feasibility study for the establishment of the company and submit to the DPI. Your lawyer will verify the status of the application and collect IRC the on your behalf if you are our client”, said Sophie Dao, Partner of GBS.
At the same time, you will need draft the application form for the Enterprise Registration Certificate (ERC) and submit to the DPI, if using the services provided by GBS, the lawyer will collect the certificate on your behalf.
Post licensing
After getting IRC and IRC, you can register a company’s seal, submit the application for the company’s Tax procedure, insurance registration (if required) with the competent authorities as well as open company bank account and publish the seal specimen on National Business Registration Portal. For sure, the lawyer can support you.
Required Documents
As an institutional investor, you will need to provide: (1) Certificate of incorporation or certificate of business registration and relevant documents (legalized); (2) Latest audited financial report (legalized copy)/online latest bank statement (scanned copy); (3) Legalized copies of Passport from Director and authorized representative;
For individual investor: (1) Latest Bank Statement (scanned copy); (2) Legalized copies of Passport from investor/director.
For all type of investor, proposed registered address will be a must, you will need to provide rent agreement from landlord.
To be advised on details, you should contact Sophie Dao, Partner of GBS at: sophie@gbs.com.vn or visit the website: https://gbs.com.vn