Setting Up a Single-Member Limited Liability Company in Vietnam

The single-member limited liability company (LLC) is one of the most common corporate forms in Vietnam. It is owned by one member, which may be an individual or an organisation, and it is a suitable structure for a foreign investor who wants full control of a Vietnamese entity while limiting liability to the amount of capital contributed.

Key features

Under the Law on Enterprises 2020, a single-member LLC has legal personality separate from its owner. The owner's liability is limited to the charter capital registered for the company. There are no shares and no shareholders; instead, the company has a single owner who exercises the highest decision-making power.

• One owner (individual or organisation).
• Liability limited to registered charter capital.
• Charter capital must be fully contributed within 90 days from the date the enterprise registration certificate is issued.
• Governance through a company president or a members' council, together with a director or general director.

Formation steps

The formation process is administered by the provincial business registration authority. In broad terms, the owner prepares a registration dossier, obtains the enterprise registration certificate, and then completes post-licensing steps before starting operations.

• Prepare the charter and registration application, including the registered address and business lines.
• For foreign investors, obtain the investment registration certificate before enterprise registration where required.
• Register charter capital and contribute it within the statutory 90-day period.
• Complete post-licensing tasks such as tax registration, a company seal, and a bank account.

Ongoing obligations

After incorporation the company must keep accounting records, file taxes, and comply with sector-specific licensing where its business lines are conditional. If the owner later changes the charter capital, address, name, or business lines, the change must be registered with the authorities.

Frequently asked questions

Can a foreigner own 100% of a single-member LLC?

Yes, in many sectors a foreign investor may hold full ownership, subject to market-access conditions and any sector-specific restrictions under Vietnamese law and international commitments.

How long must charter capital be contributed?

Charter capital must be contributed in full within 90 days from the issuance of the enterprise registration certificate, subject to limited exceptions for certain assets.

Can a single-member LLC convert to another form later?

Yes. It may be converted into a multi-member LLC or a joint-stock company, for example when new investors are admitted, by following the conversion procedures under the Law on Enterprises 2020.

How LTV Law helps

LTV Law advises on structuring, prepares the registration dossier, and supports post-licensing compliance for single-member LLCs; to discuss your project, contact our team.

This article is for general information only and does not constitute legal advice.