Currently, the Enterprise Law 2020 stipulates the types of enterprises including: Limited Liability Company, Joint Stock Company, Partnership and Private Enterprise.

1. Limited Liability Company

One-member limited liability company

– A one-member limited liability company is an enterprise owned by an organization or an individual (hereinafter referred to as the company owner). The company owner is responsible for the debts and other property obligations of the company to the extent of the amount of the company’s charter capital.

– A one-member limited liability company has legal status from the date of issuance of the Certificate of Business Registration.

– A one-member limited liability company may not issue shares, except for conversion into a joint stock company.

– A one-member limited liability company may issue bonds in accordance with the Law on Enterprises 2020 and other relevant laws; the private placement of bonds in accordance with regulations.

Limited liability company with two or more members

• A limited liability company with two or more members is an enterprise with from 02 to 50 members being organizations and individuals.

– Members are responsible for debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise, except for cases where there are members who have not contributed capital or have not fully contributed the committed capital, the company must register to change the charter capital, The percentage of capital contribution of members is equal to the amount of contributed capital within 30 days from the last date of full capital contribution as prescribed.

– Members who have not yet contributed capital or have not fully contributed the committed capital must be liable in proportion to the committed capital contribution ratio for the company’s financial obligations arising in the period before the date the company registers to change its charter capital and the percentage of capital contribution of members. The member’s capital contribution can only be transferred according to regulations.

• A limited liability company with two or more members has legal status from the date of issuance of the Certificate of Business Registration.
• A limited liability company with two or more members may not issue shares, except for the case of conversion into a joint stock company.
• A limited liability company with two or more members may issue bonds in accordance with this Law and other relevant laws; Private placement of bonds must comply with regulations.

2. Joint stock company

– Joint stock company means an enterprise in which:

• The charter capital is divided into equal parts called shares;
• Shareholders can be organizations or individuals; the minimum number of shareholders is 03 and there is no limit to the maximum number;
• Shareholders are only responsible for debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise;

• Shareholders have the right to freely transfer their shares to others, except for the following cases:

• Within 03 years from the date the company is granted the Certificate of Business Registration, ordinary shares of founding shareholders are freely transferred to other founding shareholders and can only be transferred to non-founding shareholders if approved by the General Meeting of Shareholders. In this case, founding shareholders who intend to transfer ordinary shares do not have the right to vote on the transfer of such shares.
• Shares are freely transferable, except for the above cases and the company’s charter contains provisions restricting the transfer of shares. In case the company’s charter contains restrictions on the transfer of shares, these regulations only take effect when clearly stated in the shares of the corresponding shares.

– A joint-stock company has legal status from the date of issuance of the Certificate of Business Registration.

– A joint-stock company has the right to issue shares, bonds and other securities of the company.

3. Partnership

– A partnership is an enterprise in which:

• There must be at least 02 members who are common owners of the company, doing business together under a common name (hereinafter referred to as general partners). In addition to general partners, the company may have additional capital contributors;
• General partners must be individuals, responsible with all their assets for the obligations of the company;
• Capital contributors are organizations and individuals and are only responsible for the company’s debts to the extent of the amount of capital committed to contribute to the company.

– The partnership has legal status from the date of issuance of the Certificate of Business Registration.

– Partnerships may not issue securities of any kind.

4. Sole proprietorship

– A private enterprise is an enterprise owned by an individual and is solely responsible with all his assets for all activities of the enterprise.

– Private enterprises may not issue securities of any kind.

– Each individual is only entitled to establish one private enterprise. The owner of a private enterprise must not concurrently be the owner of a business household or a general partner of a partnership.

– Private enterprises are not entitled to contribute capital to the establishment or purchase shares or contributed capital in partnerships, limited liability companies or joint stock companies.