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What a two-member LLC is

A công ty TNHH hai thành viên trở lên (a limited liability company with two or more members) has legal personality from the date the Giấy chứng nhận đăng ký doanh nghiệp (the enterprise registration certificate) is issued. It has a minimum of 2 and a maximum of 50 members, who may be individuals or organisations.

Members are liable for the enterprise's debts and other asset obligations up to the capital they have contributed, save in the case set out in clause 4 of article 47 of Luật Doanh nghiệp 2020 (the Law on Enterprises). Capital contributions may be transferred only under articles 51, 52 and 53 of that law. This form may not issue shares.

Compared with a sole proprietorship or a partnership, the main advantage is that members' assets are separate from the company's and liability is limited to the contribution.

The governance structure

The structure consists of the members' council, the chairman of the members' council, and the director or general director. A supervisory board is compulsory only where the company is a state-owned enterprise or a subsidiary of one, under clause 2 of article 54 of Luật Doanh nghiệp 2020; in every other case the company decides.

The members' council comprises all the company's members and is the highest decision-making body. It decides on development strategy, increases and reductions of charter capital, investment projects, the appointment and dismissal of the director or general director, approval of the annual financial statements, amendments to the charter, and reorganisation or dissolution of the company.

The chairman of the members' council is elected by the members' council from among the members, for a term of no more than five years, may be re-elected without limit, and may also serve as director or general director. The director or general director runs the day-to-day business and answers to the members' council.

The conditions for a members' council meeting

The first meeting proceeds where the members attending hold at least 65% of the charter capital, unless the company charter sets a different proportion.

If the first meeting does not meet that condition, a second meeting is convened within 15 days of the date set for the first, and proceeds where at least 50% of the charter capital is represented.

If the second meeting still does not meet the condition, a third is convened within 10 days of the date set for the second, and proceeds regardless of how many members attend or what proportion of capital they hold.

The time and place of the meeting are set in the notice of meeting. If the meeting does not complete its agenda within the time planned, it may be extended by up to 30 days from the opening date.

Who is the legal representative?

The người đại diện theo pháp luật (the legal representative) is the individual who represents the company in exercising the rights and obligations arising from its transactions, including as claimant or defendant before arbitration and the courts. A company may have one or several legal representatives, as its charter specifies.

The company must ensure that at all times at least one legal representative resides in Vietnam. Where the company has only one, that person must reside in Vietnam and must authorise another person in writing when leaving the country.

What rights do contributing members have?

A member may attend members' council meetings, take part in discussion, make proposals and vote on matters within the council's competence. Voting rights correspond to the capital contributed, save in the case set out in clause 2 of article 47 of Luật Doanh nghiệp 2020.

Members share in profit in proportion to their contributions, once the company has paid its taxes and met its other financial obligations. On dissolution or bankruptcy, members share in the remaining assets in proportion to their contributions. Members have priority in contributing further capital when the company increases its charter capital, and may dispose of their contribution by transfer or gift as the law and the charter allow.

A member may, personally or in the company's name, bring a civil claim against the chairman of the members' council, the director or general director, or the legal representative, under article 72 of Luật Doanh nghiệp 2020.

How charter capital is changed

The company increases its charter capital by existing members contributing more, or by admitting a new member's contribution. Additional capital is allocated in proportion to existing contributions, unless the members agree otherwise.

The company reduces its charter capital in three cases: returning part of a member's contribution, where the company has operated continuously for two years or more and can still pay its debts in full; the company buying back a member's contribution under article 51 of the Law on Enterprises; or the charter capital not having been paid in full and on time under article 47.

Within 10 days from the date the increase or reduction of charter capital has been paid, the company must notify the business registration authority in writing, with the resolution, decision and minutes of the members' council. A reduction also requires the most recent financial statements. The business registration authority updates the information within three working days of receiving the notice.

The rules on naming the company

The enterprise name consists of the form "Công ty TNHH" 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.

It may not duplicate or be confusingly similar to the name of an enterprise already registered, may not use the name of a state body or a socio-political organisation as its proper name without consent, and may not use wording contrary to public decency. A duplicate name is a Vietnamese name written exactly as one already registered; a confusing name includes one differing only by a number, a symbol, or a word such as "tân" (new), "mới" (new), "miền Bắc" (northern) or "miền Nam" (southern).

The business registration authority may accept or refuse the proposed name, and its decision is final.

How to state the business lines

The enterprise registration certificate does not list business lines. When registering a formation or a change of lines, the enterprise selects a level-four economic activity from the Hệ thống ngành kinh tế Việt Nam (the Vietnamese standard industrial classification) for the file.

If you want to register in more detail than level four, state the level-four activity first and then set out the detailed line directly beneath it, consistent with the level-four activity chosen.

Register only the lines you will actually trade in. Registering a great many unrelated lines tends to mislead partners and customers about what the company's main activity really is.

The file and how to submit it

The formation file for a limited liability company with two or more members contains: the enterprise registration application; the company charter bearing the signatures of all the founders; the list of members; and 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.

The file and the fee are submitted electronically 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, following the process on the national business registration portal (dangkyquamang.dkkd.gov.vn).

Once the file is in order, the enterprise registration certificate is issued within three working days. The authority receiving and processing files in Gia Lai province is now the Phòng Doanh nghiệp và Kinh tế tập thể at Sở Tài chính tỉnh Gia Lai, 181-183 Lê Hồng Phong, Phường Quy Nhơn, telephone 0256.3903666.

The enterprise's obligations after formation

The enterprise must keep meeting the conditions for any conditional line of business throughout its operations. It must organise its accounting, prepare and file its financial statements on time, and declare and pay tax in full.

It must safeguard employees' lawful interests under labour law, and operate 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.

It must register changes to its registered particulars fully and promptly, publish information, and answer for the truthfulness and accuracy of what it declares in its registration file.

The process

1. Prepare the file Draft the enterprise registration application, the company charter with all signatures, the list of members and the list of beneficial owners on Mẫu số 10, issued with Thông tư 121/2026/TT-BTC.
2. File online File the documents 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. Receive the enterprise registration certificate The business registration authority processes the file and issues the certificate if it is in order.
4. Seal, bank account, initial tax declaration Since 1 January 2026 enterprises no longer pay the thuế môn bài (the annual business licence fee): it has been abolished. Once the certificate is issued, have the seal made, open a bank account, register a digital signature and e-invoices, and make the initial tax declaration.