Question:
Dear Lawyer, if I want to establish a single-member limited liability company (LLC) with an individual member, are there any restrictions on the minimum capital? Is it necessary to submit documentation proving the source of capital?
Answer:
The Enterprise Law does not stipulate a minimum capital requirement for establishing a company. The company may determine its capital level when registering for establishment.
The charter capital of a single-member LLC upon registration is the total value of assets committed to be contributed by the company owner and recorded in the company's charter.
The company owner must fully contribute the committed capital in the form and type of assets registered within 90 days from the date of issuance of the Enterprise Registration Certificate, excluding the time for transportation, asset importation, and administrative procedures for asset ownership transfer.
If the company fails to fully contribute the capital within this 90-day period, it must register to adjust its charter capital to reflect the actual contributed amount.
According to Article 21 of the Enterprise Law 2020, the required documents for registering a single-member limited liability company include:
(1) Application for Business Registration: (Form Appendix I-2 issued with Circular 01/2021/TT-BKHĐT).
(2) Company Charter: The charter of the single-member LLC owned by an individual; or The charter of the single-member LLC owned by an organization.
(3) Copies of Legal Documents:
- Legal documents of the individual who is the legal representative of the single-member LLC;
- Legal documents of the individual owner if the owner is an individual; or Legal documents of the organizational owner (except when the owner is the State); Legal documents of the individual acting as the authorized representative and the document appointing the authorized representative.
For the owner of a single-member limited liability company that is a foreign organization, a copy of the legal documents of the organization must be legalized.
In there,
Legal documents for individuals include:
+ For Vietnamese citizens: Identity Card, Citizen ID, or valid Vietnamese Passport.
+ For foreigners: Valid foreign Passport or equivalent document.
- Legal documents for organizations include: Decision on Establishment, Business Registration Certificate, or equivalent documents.
-Investment Registration Certificate: Required for single-member limited liability companies established by foreign investors or foreign-invested economic organizations, as stipulated in the Law on Investment and its guiding documents.
(4) Power of Attorney: A power of attorney is required for the individual submitting the application and receiving the results if they are not the legal representative, along with a copy of the legal documents of the authorized individual. The power of attorney does not need to be notarized or certified.
Thus, the law does not require documentation proving the source of capital; therefore, you are not required to submit any such documents.
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