Author: vnlegal

A multi-member limited liability company is an enterprise owned by at least two owners, whether they are organizations or individuals; each owner of such company is known as “The member” and the maximum number of members shall not exceed 50.

Members shall bear the debts and other liabilities of the company up to the value of capital they contribute to the company.

Multi-member limited liability companies must not issue shares.

Required documents for application:

1. The application form for registration of the multi-member limited liability company (Appendix I-3 attached to Circular No.02/2019/TT-BKHDT);

2. Charter of the multi-member limited liability company;

3. The list of members (Appendix I-6 attached to Circular No.02/2019/TT-BKHDT) attached to the application form for registration of the multi-member limited liability company;

4. Valid copies of ID cards of members and representatives of members being organizations:

– As for Vietnamese citizens: Unexpired ID card or Vietnamese passport;

– As for foreigners: unexpired foreign passports or equivalent documents.

– In case members are organizations: Decision of Establishment or Business Registration Certificate, Charter or equivalent documents.

5. In case the company is established by members being foreign investors, business organizations with foreign investment, valid copies of Investment Certificates of such members are required;

6. Valid copies of the letter of authorization for representatives of members being organizations.

7. Letter of authorization if the person who submits the application and receives the result is not the legal representative. This document does not need to be notarized or certified.

Receiving authority: the Business Registration Office – Department of Planning and Investment in the province where the company is headquartered.

Processing time: Within 03 working days, after receiving the valid application.

🔥🔥🔥At a high level you can use these five steps to make sure the contract accurately reflects the deal terms as you understand them:

💥Step 1: Make sure you understand what you expect and want out of the contract

💥Step 2: Review the contract’s action sections to make sure the deal terms are properly documented

💥Step 3: Read the rest of the contract (all of it) to make sure everything else aligns with your expectations;

💥Step 4: Consider whether any important terms are missing;

💥Step 5: Consider your markup options and negotiate your change requests. This can be in the form of a conversation with the other party, an email outlining your requests, a redline version of the contract, or in extreme situations, responding with an entirely new contract.

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In brief, there are 02 options:

Option 1
a. Setting up a local company (100% ownership of Vietnamese member);
b. Transferring share/capital from Vietnamese member to foreign member. As results, foreign member owns 100% share/capital in company.

Option 2
The foreign member directly sets up a company in Vietnam.

The Option 1 is, generally, easier and more economic than Option 2.

Contact us for further information on above options.

The following business structures available for foreigner who wants to carry out business in Vietnam:

1. Setting up a company in Vietnam (either in form of LLC or Joint stock company).
2. Business cooperation contract (BCC) with Vietnamese partner. BCC shall be owned and controlled by foreign and local parties.
3. Setting up a branch in Vietnam: Offshore company sets up its branch in Vietnam.
4. Setting up representative office (RO) in Vietnam:  Offshore company sets up its branch in Vietnam.

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BCC is one of forms of doing business in Vietnam. 
A BCC is a cooperation agreement between foreign investors and at least one Vietnamese partner in order to carry out specific business activities. This form of investment does not constitute the creation of a new legal entity. The investors in a BCC generally share the revenues and/ or products arising from a BCC and have unlimited liability for the debts of the BCC.

Parties establish a steering board to execute BBC. Functions, tasks, powers of the steering board shall be agreed by the parties.