Procedures to change the owner of a single-member limited liability company

I am the owner of a single-member limited liability company. I want to transfer all the capital to my friend. Therefore, I would like to ask the FDVN lawyer about the documents and procedures for changing the owner of the company. I sincerely thank you.

FDVN’s opinions:

Thank you for concerning FDVN’s legal services. Regarding your consulting requests, after studying the relevant legal documents, FDVN Law Firm would like to give you the following advice:

 [1]. Regarding the documents

According to the information you provide, your company is in the form of single-member limited liability company, according to the provisions of Article 53 of Decree No. 01/2021/ND-CP:

“Article 53. Registration of replacement of owner of single-member limited liability company

1. In case an owner of a company transfers the entire charter capital to another individual or organization, the transferee must submit an application for change of business registration information to the Business Registration Office where the company is headquarter.  The registration documents include:

a) A notification of changes of the owner of a one-member limited liability company signed by the new owner or the legal representative of the old owner and the new owner or the legal representative of the new owner;

b) Copies of individual's legal papers in case the transferee is an individual or a copy of the organization's legal papers, a copy of the individual's legal papers for an authorized person and a copy of the written authorization of an authorized representative in case the transferee is an organization.

If the owner is a foreign organization, the copy of the organization's legal papers must be consularly legalized;

c) A legitimate copy of the revised charter of the company;

d) A capital transfer contract or documents proving completion of the capital transfer;

dd) Written approval of investment registration agency on capital contribution, share purchase, purchase of capital contribution portion of foreign investors or foreign-invested economic organizations for cases where the procedures for registration of capital contribution, share purchase, or capital contribution purchase must be carried out in accordance with the Law on Investment.”

 [2]. Regarding procedures

The enterprise proceeds to submit the dossier to the competent authority. After receiving the application for business registration, the Business Registration Office will issue a receipt, check the validity of the application and issue the Certificate of Business registration to the enterprise.

Above is FDVN Law Firm's opinion for your consulting requests based on studying the relevant legal provisions. Hopefully, FDVN's advice would be helpful to you.

Hoang Tran Ngoc Anh - FDVN Law Firm

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