Procedures for Establishing a Limited Liability Company in 2026: Documentation and Process

Establishing a limited liability company (LLC) is a popular choice for startups and entrepreneurs in Vietnam. However, the procedure for establishing an LLC comprises multiple steps and requires careful preparation of documentation and strict compliance with the prescribed sequence. This article provides detailed guidance on the conditions, documentation, and process for establishing an LLC in 2026; if you need comprehensive support, you may consult A&D Law Firm's business legal advisory services.

What is an LLC and its classification

According to the Enterprise Law 2020 (No. 59/2020/QH14), as amended and supplemented by Law No. 76/2025/QH15, a limited liability company is a type of business enterprise where members are liable for the company's debts and other financial obligations only up to the amount of capital they have contributed to the company. The company owner may be an organization or an individual.

LLCs are divided into two types:

• Single-member LLC: The owner is one organization or individual.
• Multi-member LLC: Has from 2 to 50 members.

Conditions for establishing an LLC

To establish an LLC, you must meet the following basic conditions:

Conditions regarding members

Members of an LLC may be:

• Individuals (Vietnamese citizens or foreigners with full legal capacity)
• Organizations (enterprises, government agencies, social organizations, etc.)

There is no minimum age limit for individuals, but they must have full legal capacity as prescribed by law. The owner of a single-member LLC must have a clear contact address confirmed in the company charter.

Conditions regarding charter capital

Charter capital is the total value of capital contributions committed by members to the company. The law does not prescribe a minimum or maximum capital level — you may establish an LLC with any amount of capital, provided it is appropriate to the company's business plan. However, the charter capital must be clearly stated in the company charter.

Other conditions

• The company must have its principal office in Vietnam with a specific address.
• The company must clearly identify its business lines and trades in accordance with the permitted list.
• The company must not violate any restrictions on permitted business fields (if applicable).

Documentation for LLC establishment registration

According to Article 21 of the Enterprise Law 2020, the registration documentation for an LLC includes:

Documentation content	Description
Application for business registration	Form prescribed by the Ministry of Planning and Investment, completed with full company information
Company charter	Document specifying business lines, charter capital, organizational structure, rights and obligations of members
List of members	Lists the names, addresses, and capital contribution of each member
List of beneficial owners (if applicable)	New requirement under Law No. 76/2025/QH15 amending the Enterprise Law 2025
Copies of legal documents	ID card/Citizen identification/Passport of individuals, Business registration certificate of organizations

Details of required documents

1. Application for business registration: Prepared according to the Ministry of Planning and Investment's form, clearly stating the company name, principal office address, business lines and trades, charter capital level, and information of the legal representative.

2. Company charter: This is the most important document. According to Article 24 of the Enterprise Law 2020, the charter must include:

Company name and principal office address; business lines and trades; charter capital; names, contact addresses, and capital contributions of members; rights and obligations of members; organizational management structure; rights and obligations of the legal representative; method of decision-making; profit-sharing principles; dissolution circumstances and asset liquidation procedures.

3. List of members: Detailed list including the name, contact address, nationality, identification document number, capital contribution, and ownership percentage of each member.

4. List of beneficial owners (if applicable): A new requirement added by the 2025 Enterprise Law Amendment to Clause 3, Article 21, to enhance transparency regarding actual company ownership.

5. Copies of legal documents: Notarized or certified copies must be prepared of:

• ID card/Citizen identification/Passport of individual members
• Business registration certificate or operating license of organizational members
• Legal documents of the legal representative or authorized representative (if applicable)

Procedure for establishing an LLC: 4-step process

The process of establishing an LLC proceeds as follows:

Step 1: Preparation and documentation compilation

Gather all required documents listed above. Ensure that copies are notarized or certified as prescribed, and the company charter is signed and acknowledged by all members.

Step 2: Submit registration documentation

Submit the documentation to the Business Registration Office under the Department of Planning and Investment (DPI) of the province or city where the company's principal office is located. The enterprise may submit documentation in one of the following ways:

• Directly at the Business Registration Office
• By mail or specialized delivery services
• Through the electronic business registration system (if supported by the locality)

Step 3: Processing and issuance of Business Registration Certificate

The business registration authority will review the documentation. If the documentation is complete and complies with regulations, the authority will issue a Business Registration Certificate within 03 business days from the date of receipt. The certificate serves as legal evidence that the company is permitted to conduct business operations.

Step 4: Compliance with other administrative requirements

After receiving the Business Registration Certificate, the company must:

• Register a tax identification number with the local Tax Authority
• Open a bank account (if necessary)
• Register social insurance for employees (if applicable)
• File business operation declaration with relevant authorities

Costs and fees for establishing an LLC

The registration fee for establishing an LLC is 100,000 VND, paid once. Additionally, you may incur supplementary costs:

• Cost of notarizing or certifying documents: approximately 50,000 - 150,000 VND per document
• Cost of drafting the company charter (if using services): 500,000 - 2,000,000 VND
• Legal advisory costs (if needed): depending on complexity
• Tax identification registration fee: free

Total costs for establishing an LLC typically range from 1,000,000 - 3,000,000 VND, depending on scale, number of members, and documentation complexity.

Organizational management structure of an LLC

According to Article 54 of the Enterprise Law 2020, a multi-member LLC must have:

• Members' Council: Comprises all members or authorized representatives. The Members' Council has the authority to decide on important company matters.
• Chairman of the Members' Council: Manages the Members' Council's activities and serves as the legal representative of the company (unless the charter provides otherwise).
• Director or General Director: Presides over daily management and business operations of the company.
• Supervisory Board (if necessary): Mandatory only for state-owned enterprises or subsidiaries of state-owned enterprises; for other cases, it is the company's discretion.

For a single-member LLC, the structure is simpler with the Company Owner, legal representative, and Director or General Director.

Important considerations when establishing an LLC

When preparing to establish a company, you should pay attention to the following points:

• Selection of company name: The name must be unique and not duplicate any other company. The naming convention must not violate enterprise naming regulations.
• Clear definition of business lines and trades: Some business lines require licenses or additional registration (banking, insurance, pharmaceuticals, etc.). Check requirements carefully before submitting documentation.
• Careful drafting of the company charter: The charter is the "constitution" of the company, defining the authority and responsibilities of members, organizational structure, and operational procedures. Unclear drafting may lead to internal disputes later.
• Ensure the charter is signed and acknowledged: All members or their legal representatives/authorized representatives must sign the company charter.
• Prepare the list of beneficial owners: According to the new provisions of the 2025 Enterprise Law Amendment, if the company has beneficial owners different from the signing members, they must be clearly disclosed.
• Check foreign investment restrictions: If a member is a foreign investor, prepare the Investment Registration Certificate according to the Investment Law.

Additionally, you should check local regulations of the province or city where you plan to establish the company's office, as some localities may have supplementary requirements (such as local authority confirmation, etc.).

This article provides guidance for reference on the LLC establishment procedure according to current regulations. Each specific case may have different requirements depending on the type of business line, nature of members, and local conditions. To ensure your documentation is complete, accurate, and compliant with the law, we recommend using A&D Law Firm's enterprise establishment and advisory services. Contact A&D Law Firm or call hotline 0896868989 to receive direct legal advice for your specific case.

Disclaimer: The content of this article is for reference purposes at the time of publication and does not replace legal advice for specific cases. Legal regulations may be amended; please contact A&D Law Firm's lawyers for accurate advice.