Home › News › Company formation guides

What a single-member LLC is

A công ty TNHH một thành viên (a single-member limited liability company) is an enterprise owned by one individual or one organisation. It has legal personality from the date the Giấy chứng nhận đăng ký doanh nghiệp (the enterprise registration certificate) is issued.

The owner is liable for the company's debts and other asset obligations up to the amount of vốn điều lệ (charter capital) undertaken. The owner's assets are separate from the company's.

A single-member limited liability company may not issue shares, except on conversion into a joint stock company.

Why choose this form

The owner's liability is limited to the capital contributed and does not extend to personal assets beyond what was undertaken.

The owner decides freely how to use the profit once tax obligations are met, may transfer part or all of the charter capital to another organisation or individual, and takes the remaining assets once the company is dissolved or wound up.

The management structure

The company owner decides the major questions and has the power to appoint and supervise management.

If the company has a members' council, of between three and seven people appointed by the owner, that council represents the owner in exercising rights and obligations, for a term of no more than five years.

The company chairman is appointed by the owner and runs and manages the enterprise in the company's name. The director or general director runs the day-to-day business and answers to the law and to the owner.

A controller, where there is one, examines the work of the members' council, the chairman and the director, assesses the financial statements and proposes organisational changes.

The owner's obligations

The owner must contribute the charter capital in full and on time, comply with the company charter, and keep personal assets separate from the company's. Where the owner is an individual who is also chairman or director, personal and family spending must be kept apart from spending in a management capacity.

Every transaction of purchase, sale, borrowing, lending, leasing or letting between the company and the owner must comply with contract law.

The owner may withdraw capital only by transferring part or all of the charter capital. Withdrawing capital in any other way makes the owner and the parties involved jointly liable for the company's debts and asset obligations.

The owner may not take profit while the company has not settled its debts and asset obligations as they fall due.

The rights of an owner who is an individual

The owner decides the content of the company charter and any amendment to it, and decides on investment, trading and internal governance unless the charter provides otherwise.

The owner decides on increases in charter capital and on transferring part or all of it to another organisation or individual, and decides how profit is used once tax and financial obligations are met.

The owner decides on reorganisation, dissolution or a bankruptcy petition, and takes the whole value of the remaining assets once dissolution or bankruptcy is complete.

Charter capital: contributing it and changing it

Charter capital is the total value of assets the owner undertakes to contribute, as stated in the company charter. The owner must contribute it in full, in the type of assets undertaken, within 90 days from the date the enterprise registration certificate is issued.

If it is not contributed in full and on time, the owner must register an adjustment to the charter capital within 30 days from the last day for contributing it. For financial obligations arising before the change is registered, the owner is liable to the extent of the capital undertaken.

The owner is liable with all of their assets for any loss arising from failing to contribute, contributing short, or contributing late.

The company changes its charter capital in these cases: returning part of the contribution after two years of operation from the date of enterprise registration, provided it can still pay its debts and asset obligations in full afterwards; the charter capital not being paid in full and on time; the owner investing further capital; or the owner bringing in capital from someone else, in which case the company must convert into a limited liability company with two or more members or into a joint stock company.

When the charter capital changes, the enterprise must notify the change to its registered particulars within ten days of the change.

Special situations affecting the owner

Where the owner transfers or gives away part of the charter capital so that the company acquires a further member, the company must convert into a limited liability company with two or more members or into a joint stock company.

If the owner is an individual held in custody, serving a prison sentence or an administrative measure in a compulsory rehabilitation or education facility, that individual authorises someone else to exercise the owner's rights and obligations. If a court has barred the owner from a profession or certain work, the owner may not practise it at the company (clauses 2 and 7 of article 78 of Luật Doanh nghiệp 2020).

If an individual owner dies, the heir under the will or under the law becomes the owner or a member of the company. If there is no heir, or the heir refuses or is disqualified, the matter is dealt with under civil law.

If an individual owner has limited or lost civil act capacity, the rights and obligations are exercised through a representative. If a corporate owner is dissolved or wound up, whoever takes over the capital contribution becomes the owner or a member of the company.

Single-member LLC compared with a sole proprietorship

A single-member limited liability company has legal personality; the owner's assets are separate from the company's, and the owner is liable only up to the capital undertaken. The legal representative is usually the chairman of the members' council or the company chairman, unless the charter provides otherwise. The owner may transfer part or all of the charter capital.

A doanh nghiệp tư nhân (a sole proprietorship) has no legal personality, and the owner's assets are not separate from the business's. The owner is liable with all of their assets for everything the business does, is also the legal representative, and may sell or lease the whole business.

The rules on naming the enterprise

The enterprise name consists of the form (Công ty TNHH một thành viên) plus the proper name. The proper name is written in the letters of the Vietnamese alphabet, plus F, J, Z and W, numerals and symbols.

The foreign-language name is translated from the corresponding Vietnamese name; the proper name may be kept or translated. The foreign-language name must be printed or written in a smaller typeface than the Vietnamese name at the head office, branches, representative offices and business locations, and on transaction papers. The abbreviation is drawn from the Vietnamese or the foreign-language name.

The enterprise name must be displayed at the head office, branches, representative offices and business locations, and printed on transaction papers, files and publications issued by the enterprise.

It is forbidden to use a name that duplicates or is confusingly similar to a registered enterprise; to use the name of a state body, an armed force unit or a socio-political organisation without consent; or to use wording or symbols that offend historical, cultural, moral traditions or public decency. The business registration authority may accept or refuse the proposed name, and its decision is final.

A confusing name includes: a name pronounced like one already registered; an identical abbreviation; an identical foreign-language name; a name differing only by a sequence number or an added letter; a name differing only by a symbol such as &, ", *, - or _; a name differing only by the word 'tân' or 'mới' (new); or a name differing only by a regional word such as 'miền Bắc', 'miền Nam' or 'miền Trung', unless the company is a subsidiary of the registered one.

How to register the business lines

An enterprise may trade in any line the law does not prohibit. For conditional lines, it must meet the conditions under the Law on Investment and maintain them throughout its operations.

The enterprise registration certificate does not list business lines. When registering a formation, or notifying an addition or change of lines, the enterprise selects a level-four code from the Hệ thống ngành kinh tế Việt Nam (the Vietnamese standard industrial classification) for the file. To register in more detail, state the detailed line directly beneath the level-four code chosen, consistent with it.

Register only the lines the enterprise will genuinely trade in. Registering far more than you actually do tends to mislead partners and customers and to weaken their confidence.

Obligations after formation

The enterprise must meet the conditions for any conditional line of business and maintain them throughout its operations; organise its accounting and prepare and file truthful financial statements on time; and declare and pay tax in full.

It must safeguard employees' lawful rights and interests: no discrimination, no forced or child labour, and full operation of the social insurance, unemployment insurance and health insurance regimes.

It is responsible for the quality of its goods and services against the standards registered or published; and must fully and promptly meet its obligations to register the enterprise, to register changes to its particulars, to publish information and to report.

It answers for the truthfulness and accuracy of what it declares, and must correct and supplement it promptly if an error comes to light. It must also comply with the law on defence, security, public order, environmental protection and historical and cultural monuments, and observe business ethics protecting the interests of customers and consumers.

The file, and where to submit it in Gia Lai

The file for forming a single-member limited liability company contains: the enterprise registration application; the company charter; the list of chủ sở hữu hưởng lợi (the beneficial owners) of the enterprise, on Mẫu số 10 (form 10) issued with Thông tư 121/2026/TT-BTC; a copy of the personal legal document of the owner, where the owner is an individual, and of the legal representative, unless the personal identification number is declared (clause 3 of article 24 of Nghị định 168/2025/NĐ-CP, Decree 168/2025); if the owner is an organisation, a copy of its legal documents, the instrument appointing its authorised representative and that representative's personal legal document, with a foreign organisation's documents consularly legalised; and the investment registration certificate where the owner is a foreign investor that already holds one.

The file is submitted through the national business registration portal after logging in with a tài khoản định danh điện tử (an electronic identification account) through the Cổng dịch vụ công quốc gia (the National Public Service Portal) or the VNeID app.

In Gia Lai, the authority that now receives and processes enterprise registration files is Sở Tài chính tỉnh Gia Lai (the provincial Department of Finance), Phòng Doanh nghiệp và Kinh tế tập thể (its Enterprise and Collective Economy Division), at 181-183 Lê Hồng Phong, Phường Quy Nhơn, telephone 0256.3903666. The former Sở Kế hoạch và Đầu tư (the Department of Planning and Investment) was merged into Sở Tài chính and no longer receives files.

Tư Vấn Sao Việt drafts the file and submits it online; the enterprise registration certificate takes about three working days. All-inclusive company formation costs 2.000.000 đồng.

The process

1. Prepare the file Draft the enterprise registration application, the company charter, and the personal identification numbers of the owner, the legal representative and any authorised representative, or copies of their legal documents if they have none.
2. File online Submit the file and the fee through the national business registration portal after logging in with a tài khoản định danh điện tử (an electronic identification account) through the Cổng dịch vụ công quốc gia (the National Public Service Portal) or the VNeID app.
3. Collect the result Sở Tài chính tỉnh Gia Lai processes the file and issues the enterprise registration certificate in about three working days.
4. Contribute the charter capital The owner contributes the full amount, in the type of assets undertaken, within 90 days from the date the enterprise registration certificate is issued.
5. Seal, bank account, invoices Once the enterprise code is issued, have the seal made, open a bank account, register a digital signature and e-invoices, and begin trading.