Application Dossier for Registration of a Limited Liability Company

Application Dossier for Registration of a Limited Liability Company

Application dossier for enterprise registration

1. Application form for enterprise registration.

2. The company’s charter.

3. List of members; list of beneficial owners of the enterprise (if any).

4. Copies of the following documents:
   a) Legal documents of individuals for members being individuals and for the legal representative;
   b) Legal documents of organizations for members being organizations and the letter of authorization for their authorized representatives; legal documents of individuals for authorized representatives of organizational members.
   For members being foreign organizations, copies of legal documents of such organizations must be legalized by consular authorities;
   c) Investment Registration Certificate for foreign investors in accordance with the Law on Investment.

Note:
Where a member is an individual or an authorized representative of a member being an organization declares their personal identification number, the enterprise registration dossier is not required to include a copy of the legal document of such individual(s).

Declaration of personal information in enterprise registration procedures
Where a personal identification number is available, the person carrying out the enterprise registration procedure shall declare the following information: full name (including middle name, if any), date of birth, personal identification number, gender of themselves and of the individual whose personal information is required in the enterprise registration dossier; and shall consent to share such personal information stored in the National Population Database with the Business Registration Authority and competent state management agencies for the purpose of enterprise registration management in accordance with law.
The declared information shall be cross-checked against the information stored in the National Population Database. Where the declared information is inconsistent with the database, the individual concerned shall be responsible for updating and correcting the information to ensure accuracy and consistency.

Contents of the application form for enterprise registration
The application form for enterprise registration shall include the following principal contents:

1. Name of the enterprise;

2. Address of the head office, telephone number, fax number, and email address (if any);

3. Business lines;

4. Charter capital;

5. Tax registration information;

6. Expected number of employees;

7. Full name, signature, contact address, nationality, and personal legal document information of the legal representative of the limited liability company.

The company charter

1. The company charter includes the charter at the time of enterprise registration and any amendments or supplements during operation.

2. The company charter must contain the following principal contents:
   a) Name and address of the head office; names and addresses of branches and representative offices (if any);
   b) Business lines;
   c) Charter capital;
   d) Full name, contact address, nationality of members of the limited liability company; contributed capital and value of capital contribution of each member;
   đ) Rights and obligations of members;
   e) Organizational and management structure;
   g) Number, titles, rights, and obligations of the legal representative(s); division of rights and obligations where the company has more than one legal representative;
   h) Procedures for adoption of company decisions; principles for settlement of internal disputes;
   i) Basis and method for determining salaries, remuneration, and bonuses of managers and controllers;
   k) Cases where members have the right to request the company to repurchase their capital contribution;
   l) Principles of profit distribution after tax and handling of business losses;
   m) Cases of dissolution, procedures for dissolution, and liquidation of company assets;
   n) Procedures for amending and supplementing the charter.

3. The charter at the time of enterprise registration must include the full names and signatures of the following:
   a) The owner of the company being an individual, or the legal representative of the owner being an organization, for a single-member limited liability company;
   b) Members being individuals and the legal representative or authorized representative of members being organizations, for a multi-member limited liability company.

4. The amended and supplemented charter must include the full names and signatures of the following:
   a) The owner, the legal representative of the owner, or the legal representative, for a single-member limited liability company;
   b) The legal representative, for a multi-member limited liability company.

List of members of a limited liability company
The list of members of a limited liability company must include the following principal contents:

1. Full name, signature, nationality, and contact address of members being individuals;

2. Name, enterprise code, and head office address of members being organizations;

3. Full name, signature, nationality, and contact address of the legal representative or authorized representative of organizational members;

4. Capital contribution, value of capital contribution, ownership ratio, type and quantity of assets contributed, value of each type of asset contributed, and capital contribution period of each member.

Legal basis:

• Articles 21, 23, 24, 25 of the Law on Enterprises 2020;

• Clause 8, Article 1 of the Law Amending the Law on Enterprises 2025;

• Clause 1, Article 11 and Clause 3, Article 24 of Decree No. 168/2025/ND-CP on Enterprise Registration.