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What the charter of a single-member LLC is

The Điều lệ công ty (the company charter) is the document drawn up by the owner of a công ty TNHH một thành viên (a single-member limited liability company), setting out how the company is organised and managed, the owner's rights and obligations, how it is run, and any other provisions consistent with the law.

It is a compulsory document in the enterprise registration file under Luật Doanh nghiệp 2020 (the Law on Enterprises), and it is also the legal basis governing the company's internal affairs once formed.

The content the charter must contain

Basic company details: the company name (in Vietnamese, in a foreign language, and abbreviated if any), the head office address, the business lines by Vietnamese industrial classification code, and the charter capital.

Owner details: full name, date of birth and nationality for an individual; or name, enterprise code and head office address for an organisation.

Organisation and management: the owner's rights and obligations, provisions on the members' council where there is one, the structure and powers of the director or general director, and the rules for a supervisory board if the company establishes one.

Financial provisions: the principles for distributing profit, how accumulated losses are dealt with, and the principles governing the use of capital and assets.

Other clauses: provisions on dissolution, consolidation, merger or conversion of company form, and the mechanism for amending the charter.

Form and requirements

The charter must be in writing, in Vietnamese. The content should be concise and clear, must not breach the law in force, and must bear the owner's signature.

The charter may be amended during the company's life to keep pace with its development, but every change must be approved by the owner in writing.

A reference structure for the charter

A charter for a single-member limited liability company usually covers: the company name and head office address; the business lines; the charter capital and how it is contributed; the owner's rights and obligations; the organisation and management structure; the principles for sharing profit and handling risk; and clauses on dissolution and conversion of company form.

That is a reference framework: the specific content has to be adjusted to each company's line of business and actual scale.

Filing the charter when registering in Gia Lai

After the provincial merger under Nghị quyết 202/2025/QH15 (Resolution 202/2025), the authority that receives files and issues enterprise registration certificates in Gia Lai 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) no longer carries out this procedure.

The file may be submitted in person at that address or online through the national business registration portal.

Points to watch when drafting

The charter must not conflict with the law or infringe the lawful rights of the parties involved in the company.

Provisions should be written clearly and specifically, to avoid contradictions coming to light while the company is running.

The process

1. Prepare the file Draft the enterprise registration application, the signed company charter, copies of the owner's legal documents (for an individual owner, only where no personal identification number is declared), and a power of attorney if a service files on your behalf.
2. File it File in person with the Phòng Doanh nghiệp và Kinh tế tập thể at Sở Tài chính tỉnh Gia Lai, or online through the national business registration portal.
3. Collect the result Receive the enterprise registration certificate together with the charter as recorded, if the file is in order.