Currently, the type of LLC is very popular, divided into two types: one-member LLC and LLC with two or more members. Join CPA HCM to learn about establishing a limited liability company through the following article.

1. TWO TYPES OF LIMITED COMPANY 

One member limited liability company

A single-member limited liability company is a business owned by an organization or individual; The company owner is responsible for the company's debts and other property obligations within the company's charter capital.

The charter capital of a one-member limited liability company at the time of business registration is the total value of assets committed to contribute by the owner and recorded in the company's charter.

The owner must contribute the full amount and correct type of assets as committed when registering to establish the business within 90 days from the date of issuance of the Business Registration Certificate.

In case the charter capital is not fully contributed within 90 days from the date of issuance of the Business Registration Certificate, the company owner must register to adjust the charter capital equal to the value of the actually contributed capital within 30 days. , from the last day to fully contribute charter capital. In this case, the owner must be responsible in proportion to the committed capital contribution for the company's financial obligations arising during the period before the company registered to change its charter capital.

The owner is responsible with all his assets for the company's financial obligations and damages caused by not contributing, not contributing in full, or not contributing on time to the charter capital.

LLC with two or more members

A limited liability company with two or more members is an enterprise in which members are responsible for the debts and other property obligations of the enterprise within the amount of capital committed to contribute to the enterprise.

Members of the company can be organizations or individuals; The minimum number of members is two and the maximum does not exceed fifty. A limited liability company has legal status from the date it is granted a business registration certificate.

Limited liability companies are not entitled to issue shares to raise capital.

A limited liability company with two or more members must have a Board of Members, a Chairman of the Board of Members, and a Director. A limited liability company with more than eleven members must have a Supervisory Board.

A meeting of the Board of Members is conducted when the number of attending members owns at least 65% of the charter capital, and the number of attending members owns at least 50% of the charter capital for the second convening.

2. ADVANTAGES AND DISADVANTAGES OF ESTABLISHING A LIMITED COMPANY

Advantages of limited liability company.

Bear limited liability for debts and other financial obligations within the amount of capital contributed.

Because the number of members is not too many, members who want to transfer capital contributions to non-members of the company must offer to sell to the remaining members first. If the remaining members do not agree to buy, then they can transfer. Concessions should be easy to manage, avoiding the participation of unfamiliar individuals. The name of the LLC member is always displayed on the Business Registration Certificate.

The simple LLC organizational structure is very suitable for startups, family companies or companies with specific professional and business know-how. If a member wants to transfer capital when the company is not yet profitable, he or she only has to make a personal income tax declaration to transfer capital without being subject to a fixed tax rate for the transfer like a joint stock company.

LLCs can issue bonds to raise capital.

Disadvantages of limited company

The ability of a limited liability company to mobilize capital is weaker than that of a joint stock company because it can only issue bonds to raise loan capital but cannot issue shares and does not participate in the stock market.

In a one-member LLC, the owner's salary is not included in the company's operating expenses.

Limited liability companies are more strictly regulated by law than private enterprises and partnerships.

3. PROCEDURES FOR ESTABLISHING A LIMITED COMPANY

• Establish a one-member limited liability company
• Establish a limited liability company with two or more members

Step 1: Prepare documents and submit them

To establish a limited liability company, customers only need to prepare a copy of their ID card (Citizen ID card) or passport and other information related to the company. The remaining documents and work will be consulted and performed by CPA HCM for customers.

Documents to establish a limited liability company include::

- Application for business registration;

- Enterprise's regulations;

- List of company members (for limited liability companies with 2 (or more) members);

- ID card or passport of a member of the limited liability company;

- Business Registration Certificate/Business Registration Certificate for members that are organizations (except in cases where the organization is a Ministry/People's Committee of a province or city) and accompanied by personal identification documents and authorization decision of the Authorized Representative organization's.

- Decision to contribute capital by organizational members.

- Other documents in special cases;

- Authorization letter for CPA HCM to perform business establishment services.

Deadline for completing procedures for establishing a limited liability company

The business registration agency is responsible for reviewing the validity of the business registration dossier and issuing the Business Registration Certificate within 03 - 05 working days from the date of receipt of the dossier.

Step 2: Announce company registration information

Unlike before, as soon as the application to establish a limited liability company is submitted, the applicant must also pay the fee for publishing business registration information along with the company establishment documents.

Therefore, as soon as the company is granted a Business Registration Certificate, it will also have its business information published on the National Business Registration Portal.

Step 3: Engrave the company's legal seal

Within 01 day from the date the company has the Business Registration Certificate, CPA HCM will engrave the legal seal for your company.

Currently, after engraving the seal as well as other types of businesses, the LLC manages its own seal without having to carry out the procedures for posting the seal as before. Except in the case of specific types of business, the seal is issued by the police agency.

The company now has the right to engrave multiple seals without any restrictions. Business seals only need to ensure uniformity in form and contain the name and business code information.

4. CONSULTING SERVICES FOR ESTABLISHING A LIMITED COMPANY AT CPA HCM

• Consulting on conditions and legal regulations related to procedures for establishing a limited liability company in 2022 as well as related tax policies when establishing a company;
• Drafting documents to establish a limited liability company;
• Representing customers to carry out company establishment procedures at competent state agencies;
• Tax legal consulting and accounting services in business operations;
• Consulting on company name and free company name lookup;
• Consulting on company registration headquarters; 
• Consulting on the company's capital level in accordance with the company's business activities;
• Consulting on business lines suitable to the operational needs of the business as well as the conditions prescribed by law;
• Consulting on mandatory procedures that must be carried out after establishing a company. 

5. YOU RECEIVE WHEN USING CPA ASIA'S COMPANY ESTABLISHMENT SERVICES

- The business registration certificate is also the tax code;

- 01 Company round seal;

- Internal business records;

- Support tax declaration and tax procedures, issue value-added invoices after company establishment;

- Free legal and tax accounting advice during the operation of the LLC.

Customers who need consulting support in establishing a limited liability company, please contact CPA HCM via Hotline: 1900 0380 to receive free advice from dedicated experts..