Procedures For Establishing A Limited Liability Company Or Joint Stock Company In 2025 | Detailed Instructions

Starting a new business journey is always an exciting but equally challenging step, especially completing the initial legal procedures. Choosing the right type of business such as a Limited Liability Company (LLC) or a Joint Stock Company (JSC) and understanding the establishment process are key factors for a smooth start.

This article, with information support from GMC Consulting Centre, will provide you with detailed instructions on the procedures for establishing LLCs and JSCs in Vietnam, updated according to the regulations expected to apply in 2025.

Stage 1: Prepare Information Before Establishing a Company

This is the fundamental step, largely determining the future structure and operations of your business. The following factors need to be clearly identified:

Choosing the Type of Enterprise:

Limited Liability Company: Can be a single-member LLC (owned by 1 organization or individual) or a two-member LLC or more (from 02 to 50 members). This type is suitable for businesses with a not-too-complicated capital structure, members are often acquaintances. Members are responsible for debts within the scope of capital contribution.
Joint Stock Company: Minimum 03 founding shareholders, no maximum limit. This type has a flexible capital structure, easy to mobilize capital through issuing shares, suitable for large-scale businesses or businesses with a public development orientation. Shareholders are responsible for debts within the scope of the contributed capital.

Name the Company: The company name must include the type of enterprise (LLC or Joint Stock Company) and the proper name. It is necessary to check to ensure that the name is not the same or confusing with previously registered enterprises.
Determine the Head Office Address: The address must be clear (house number, street, ward/commune, district/county, province/city) and must not be an apartment building (except for the area planned for office use), or a collective house.
Determine the Business Line: Select the expected business lines according to the Vietnamese Economic Sector System. Note that some business lines require statutory capital or a practice certificate.
Determine the Charter Capital: This is the total value of assets contributed or committed to by members/shareholders when establishing the company. The capital level must be appropriate to the scale and industry of the business. For some industries, the law stipulates a minimum legal capital level.
Identify Members/Shareholders: Make a list of members (LLC with 2 or more members) or founding shareholders (Joint Stock Company), including personal information and capital contribution ratio.
Identify Legal Representative: The enterprise may have one or more legal representatives. It is necessary to clearly define the title, rights and obligations of the representative in the Company Charter.

Stage 2: Draft and Submit Business Registration Documents

After preparing all the information, you need to draft and submit the documents to the Business Registration Office under the Department of Planning and Investment where the enterprise is headquartered.

Documents to be prepared:

Basic documents include:

Application for Business Registration (according to the prescribed form).
Company charter: This is the “constitution” of the company, regulating the organizational structure, management, operations, rights and obligations of members/shareholders…
List of members (For LLCs with 2 or more members) or List of founding shareholders (For Joint Stock Companies).
Valid copies of the following documents:
Legal documents of individuals for founding members/shareholders who are individuals, legal representatives (ID card/CCCD/Passport).
Legal documents of organizations for members/shareholders who are organizations (Business registration certificate or establishment decision) and documents appointing authorized representatives; Legal documents of the individual for the authorized representative of the member/shareholder who is an organization.
Authorization letter (if the applicant is not the legal representative).
For foreign investors: Investment registration certificate (if required to carry out procedures for granting an Investment registration certificate).

Submit application and receive results:

Applications can be submitted directly to the Business Registration Office or submitted online via the National Business Registration Information Portal.
Processing time: About 03 working days from the date of receiving a complete and valid application.
Result: Business Registration Certificate.

Stage 3: Completing Post-Establishment Procedures

After receiving the Business Registration Certificate business, you need to take the following steps to officially start operating the business:

Engrave a legal seal (if necessary): According to the current Enterprise Law, enterprises have the right to decide on the form, quantity and content of the seal. However, in many transactions, the seal still plays an important role.
Hanging a sign Mergers and Acquisitions (M&A) are increasingly becoming an important strategy to help businesses restructure, expand scale, improve competitiveness and effectively mobilize capital in Vietnam. The Vietnamese M&A market, although affected by the global economic context, is still highly appreciated for its growth potential and is expected to be more vibrant in 2025 when the legal corridor is increasingly improved.
However, M&A is a complex activity, requiring careful preparation and strict compliance with legal regulations. Mastering the process and key legal factors is a prerequisite to optimize benefits and minimize risks. GMC Consulting Centre, with experience in M&A consulting, will outline the basic legal process and important notes when implementing M&A in Vietnam.

What is M&A from a Vietnamese Legal Perspective?

Vietnamese law does not have an official definition for “M&A”. This activity is often understood through legal forms stipulated in the Enterprise Law, Investment Law, Competition Law… including:
- Merger: One or several companies (the merged company) can merge into another company (the acquiring company) by transferring all assets, rights, obligations and legal interests to the acquiring company, and at the same time terminating the existence of the merged company.
- Consolidation: Two or more companies can merge into a new company, and at the same time terminating the existence of the merged companies.
- Acquisition: Is when a business buys part or all of the assets, shares or capital contributions of another business sufficient to control and dominate that business. This is the most common form.
Basic Legal Process of an M&A Deal

The M&A process can vary depending on the transaction structure, size and parties involved, but typically includes the following main stages:

Stage 1: Preparing the Transaction
1. Defining Strategic Objectives: The buyer needs to clearly define the objectives of the deal (market expansion, scale increase, access to technology/IP, supply chain optimization, etc.).
2. Searching and Approaching Target Companies: Identifying potential companies that fit the criteria.
3. Preliminary Valuation and Approach: Conducting an initial assessment of the value of the target company and approaching to express intentions.
4. Signing of the LOI/MOU and NDA: Record the initial agreements and commitment to confidentiality during the due diligence process.
Stage 2: Due Diligence (DD)

This is an extremely important stage for the buyer to comprehensively evaluate the target company. The DD process usually includes:
- Legal DD: Review the legal status and compliance of the target company regarding licenses, organizational structure, important contracts, labor, land, assets, potential disputes….
- Financial DD: Check accounting books, financial statements, cash flow, debts, tax obligations…
- Commercial/Operational DD: Evaluate the market, customers, suppliers, operating procedures…
The DD results are the basis for the buyer to make the final decision, negotiate price and contract terms.

Stage 3: Negotiation and Contract Signing
1. Negotiation: Based on the DD results, the parties negotiate in detail the price, transaction structure, terms and conditions in the M&A contract (usually the Share Purchase/Stake Sale Contract – SPA).
2. Contract Drafting and Signing: The contract needs to be drafted tightly and clearly by legal experts, including terms on the transfer object, price, payment, guarantees and warranties, conditions precedent, liability, applicable law, dispute resolution….
Stage 4: Obtain Approval and Complete Legal Procedures
1. Investment Procedures (For foreign investors): Carry out procedures for registering capital contribution, purchasing shares, and capital contributions at the Department of Planning and Investment according to the Investment Law.
2. Notification/Registration of Economic Concentration: If the M&A transaction meets the notification thresholds under the Competition Law, the parties may have to carry out notification procedures or apply for permission to concentrate economic concentration with the National Competition Commission.
3. Other approvals (if any): Approval from the State Bank (for credit institutions), the State Securities Commission (for public companies)…
4. Closing: The parties carry out the following procedures: