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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 organisation or one individual. 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 over a household business or a sole proprietorship

Compared with a hộ kinh doanh (a household business), a single-member limited liability company has legal personality, may issue value added tax invoices, and finds it easier to sign contracts with counterparties and to bid for tenders.

Compared with a doanh nghiệp tư nhân (a sole proprietorship), the owner of a single-member limited liability company has limited liability up to the capital contributed and does not have to use all of their personal assets to pay the company's debts. A sole proprietorship has no legal personality and its owner is liable with all of their assets.

The owner of a single-member limited liability company may transfer part or all of the charter capital to another organisation or individual.

Which authority receives the file in Gia Lai

After the administrative merger, company formation files in Gia Lai go to Sở Tài chính tỉnh Gia Lai (the Gia Lai 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 receives enterprise registration files; the function has passed to Sở Tài chính.

The file may also be submitted online 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.

The documents to prepare

- The enterprise registration application for a single-member limited liability company - The Điều lệ công ty (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; no copy is needed where 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 the personal legal document of that representative; a foreign organisation's documents must be consularly legalised - The investment registration certificate, where the owner is a foreign investor that already holds one - The owner's power of attorney to the authorised person, if the owner is an organisation

Timing and cost

The file is processed within three working days from the date a valid file is submitted.

The all-inclusive company formation service at Tư Vấn Sao Việt costs 2.000.000 đồng. That is the service fee and does not include the state fee payable to the registration authority. From 1 July 2025 to 31 December 2026 the enterprise registration fee is half the normal rate (Thông tư 64/2025/TT-BTC, Circular 64/2025).

Clients who need the licence within one day can use the express package, with a surcharge agreed case by case.

Naming the company correctly

The company name consists of the company form plus the proper name, for example Công ty TNHH một thành viên Sao Việt. The proper name is written in the letters of the Vietnamese alphabet, plus F, J, Z and W, numerals and certain symbols.

The name must not duplicate or be confusingly similar to that of an enterprise already registered. It must not use the name of a state body or a socio-political organisation without consent, and must not use wording contrary to public decency.

The business registration authority may refuse a proposed name, and its decision on this is final.

Registering business lines

An enterprise may trade in any line the law does not prohibit, but it must meet the conditions for any conditional line and maintain them throughout its operations.

On registering, the founder selects a level-four code from the Hệ thống ngành kinh tế Việt Nam (the Vietnamese standard industrial classification). If more detail is needed, the detailed line is written directly beneath the corresponding level-four code.

Do not register a great many lines unconnected with what you actually do: it can weaken counterparties' confidence about what the company's main activity really is.

Charter capital and the deadline for contributing it

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

If the capital is not contributed in full and on time, the owner must register a reduction of the charter capital within 30 days from the last day for contributing it. The owner is liable with all of their assets for any loss arising from failing to contribute, contributing short, or contributing late.

When the charter capital changes, the enterprise must notify the registration authority within ten days of the change.

What you receive and what to do after formation

Once complete, the enterprise receives the enterprise registration certificate, the formation details are published on the national business registration portal, and the corporate seal has to be made.

The next steps are registering a chữ ký số (digital signature token), issuing hóa đơn điện tử (e-invoices), making the initial tax declaration and opening the accounting books. The enterprise is obliged to file and pay tax on time, to keep its accounts honestly, and to report every change to its registered particulars to the authorities.

Tư Vấn Sao Việt provides an all-inclusive accounting service at 500.000 đồng a month for newly formed enterprises that do not yet have their own accounting department.

The process

1. Advice on form, business lines, name and charter capital Settle the right company form, the business lines, a company name that is not already taken, the level of charter capital and the head office address.
2. Draft the enterprise registration file Draft the enterprise registration application, the company charter and the accompanying documents according to the type of owner.
3. File with Sở Tài chính tỉnh Gia Lai File in person with the Phòng Doanh nghiệp và Kinh tế tập thể, or through the national business registration portal.
4. Receive the enterprise registration certificate The registration authority issues the certificate if the file is in order.
5. Seal, digital signature and e-invoices Have the corporate seal made, register a digital signature, issue e-invoices and make the initial tax declaration.