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Currently, co-limited company is a fairly popular type of company in Vietnam. The limited company is divided into 1 member limited company and 2-member limited company. So what is a limited company and what to note when you want to set up a limited company, let's find out with us through this article!

What is a limited company?

A one-member limited liability company is an enterprise owned by an organization or individual. The owner of the company is responsible for the company's debts and other property obligations within the company's charter capital.

Two or more members of co., ltd. are enterprises with 02 to 50 members who are organizations and individuals. Members are responsible for the debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise.

Characteristics of Co., Ltd.

Company members:

In a one-member limited liability company, the member may be an organization or an individual who owns the company. For limited companies of two or more members, members can be organizations or individuals with a minimum number of two and the maximum number does not exceed fifty.

Property liability:

Members of limited liability companies are responsible for the debts and other financial obligations of the enterprise to the extent of the amount of capital contributed or committed to contribute.

Charter capital:

For one-member limited liability companies, the owner of the company must contribute sufficiently and on time the committed capital, must separate the assets of the company owner from the company's assets. For limited companies with two or more members, the company's charter capital is divided into several parts, members can contribute more or less differently but must contribute fully and on time.

Capital transfer:

The owner of a one-member limited liability company is entitled to transfer part or all of his or her contributed capital to other individuals and organizations. For a limited company with two or more members, the member must request the company to buy back its contributed capital, if the company does not buy back the contributed capital, the member has the right to transfer his/her contributed capital to a member or another person who is not a member of the company.

Legal status:

The limited liability company has legal status from the date of issuance of the Business Registration Certificate.

Capital mobilization:

The limited company can raise capital by issuing bonds, not issuing shares.

Organizational structure: 

  • The organizational structure of a limited company of two or more members includes the Members' Council, the Chairman of the Member Council, the Director or General Director, the Supervisory Board.
  • For an individual limited company, the organization structure of the company includes the Chairman of the Company, director or general director; The owner of the company is also the president of the company.
  • For an organization-owned limited liability company, in case at least two persons are appointed as authorized representatives, the organization structure of the company includes the Board of Members, the Director or the General Director and controller; in the event that only one person is appointed as an authorized representative, the organizational structure of the company consists of the President of the company, the Director or general director and controller.

Notes when established

Choose the right type of company:

Depending on the needs and conditions of the investor, choose to set up a 1-member limited company or 2 or more members accordingly. If the investor wants to decide all activities of the company, it is recommended to choose a 1-member limited company and if the investor wants to cooperate with other investors to do business together or want more capital, it is recommended to choose a 2-member limited company or more.

See also: It is recommended to establish a 1 member limited company or 2 members or more 

Naming the company:

According to the Enterprise Law 2020, the company name includes "Limited Company" or "Limited Liability Company" plus a private name chosen by the enterprise, be it a Vietnamese or foreign name with a Latin script. It should be noted that when naming the public is not coinciding with or confusingly with the name of the registered company.

For example, Wacontre Co., Ltd.

Documents to prepare:

  • Business registration proposal
  • Company Charter
  • List of members (for 2 or more member limited companies)
  • Valid copy of ID card/CCCD/Passport of the capital contributor, legal representative (of the company expected to be established)
  • For members, organizations need to provide the following documents:
    • Valid copy of ID card/CCCD/Passport of the legal representative of the organization.
    • Valid copy of establishment decision, enterprise registration certificate, other equivalent documents.
    • Written dispatch of authorized representatives; Valid copy of ID card/CCCD/Passport of the representative authorized by the member who is the organization.
  • Power of attorney for the applicant (if not a legal representative to file)
  • Valid copies of valid ID cards/CCCD/valid passports of members, legal representatives and authorized persons to submit their applications.

Agency settlement:

Business Registration Department – Department of Planning & Investment in the province or city where the enterprise is headquartered.

Above are our answers about the limited company, if there is a need to establish a company or any questions that need to be answered, please contact our services immediately. consulting services

  • Consult the necessary procedures and records to establish a company.
  • Advice on the conditions of establishment of the company.
  • Advising on the steps of establishing a company including procedures for applying for a Business Registration Certificate, Business License,…
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