One-Member Limited Liability Company Under the Latest Regulations of 2026

A one-member limited liability company (OMLLC) is one of the most popular types of enterprises in Vietnam due to its simple governance mechanism, limited liability, and suitability for both individuals and organizations wishing to own the entire charter capital. After the amended Enterprise Law 2025 takes effect, along with Decree 168/2025/ND-CP on enterprise registration, businesses need to pay attention to some new regulations related to enterprise establishment and governance.

1. What is a one-member limited liability company?

According to Article 74 of the Enterprise Law 2020, a one-member limited liability company is an enterprise owned by one individual or one organization.

The legal characteristics of this type of enterprise include:

• Having legal personality from the date of issuance of the Enterprise Registration Certificate.
• The owner is responsible for the company's debts and other property obligations within the scope of the committed charter capital.
• The company's assets are independent of the owner's assets.
• Not allowed to issue shares, except when converting into a joint-stock company.
• Allowed to issue bonds according to the provisions of the Enterprise Law and the law on securities and corporate bonds.

In addition to the above regulations, from July 1, 2025, Law No. 76/2025/QH15 adds many regulations to enhance corporate transparency, including the obligation to collect, update, and retain information about beneficial owners as prescribed by law. This is a content that newly established businesses as well as operating businesses need to pay special attention to.

2. Organizational structure of a one-member limited liability company

Depending on whether the owner is an individual or an organization, the company's governance structure will be organized according to different models.

In case the owner is an organization

According to Article 79 of the Enterprise Law 2020, a one-member limited liability company owned by an organization can choose one of the following two models:

Model 1

• Company President;
• Director or General Director.

Model 2

• Board of Members;
• Director or General Director.

For companies where the owner is a state-owned enterprise as prescribed by the Enterprise Law, it is mandatory to establish a Supervisory Board. For other cases, the establishment of a Supervisory Board is decided by the company.

In addition, the company must have at least one legal representative, holding one of the following titles:

• Chairman of the Board of Members;
• Company President;
• Director;
• General Director.

Unless otherwise stipulated in the company's Charter, then:

• Chairman of the Board of Members or
• Company President

will be the legal representative of the enterprise.

In cases where the Charter does not have specific provisions, the rights, obligations, and operating mechanism of the Board of Members, Company President, and Director/General Director shall be implemented according to the provisions of the Enterprise Law.

In case the owner is an individual

According to Article 85 of the Enterprise Law 2020, a one-member limited liability company owned by an individual has a simpler organizational structure, including:

• Company President;
• Director or General Director.

In which:

• The owner is also the Company President.
• The owner can directly manage or hire another person to be the Director or General Director.
• The rights and obligations of the Director or General Director are stipulated in the company's Charter and labor contract.

This model is suitable for small and medium-sized enterprises or startups that want to concentrate decision-making power in a single owner.

In case a one-member limited liability company is 100% owned by a state-owned enterprise

According to Article 90 of the Enterprise Law 2020, state-owned enterprises have the right to choose one of the following two governance models:

Model 1

• Company President;
• Director or General Director;
• Supervisory Board.

Model 2

• Board of Members;
• Director or General Director;
• Supervisory Board.

In both models, the enterprise must have at least one legal representative who is:

• Chairman of the Board of Members;
• Company President;
• Director;
• General Director.

Unless otherwise stipulated in the Charter, the Chairman of the Board of Members or the Company President is the legal representative.

3. Some new points businesses need to note from 2025

In addition to the regulations on organizational structure that have not changed significantly, the amended Enterprise Law 2025 and Decree 168/2025/ND-CP have added many important contents in corporate governance and enterprise registration, notably:

• Supplementing the obligation to declare, collect, update, and retain information about beneficial owners to enhance transparency and meet anti-money laundering requirements.
• Standardizing and digitizing the entire enterprise registration process, strengthening the implementation of procedures on the National Enterprise Registration Information System.
• Allowing enterprise founders to proactively request to stop enterprise registration applications before the application is approved on the electronic system.
• Supplementing regulations on rectification, updating, and standardization of enterprise registration data, creating favorable conditions for businesses in managing information and carrying out administrative procedures.

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Frequently Asked Questions

What should readers know about One-Member Limited Liability Company Under the Latest Regulations of 2026?

A one-member limited liability company is a popular type of enterprise in Vietnam. This article will provide detailed information on the latest regulations related to the establishment and governance of one-member limited liability companies, especially after the amended Enterprise Law 2025 and Decree 168/2025/ND-CP ta

What should readers know about One-Member Limited Liability Company Under the Latest Regulations of 2026?

A one-member limited liability company is a popular type of enterprise in Vietnam. This article will provide detailed information on the latest regulations related to the establishment and governance of one-member limited liability companies, especially after the amended Enterprise Law 2025 and Decree 168/2025/ND-CP ta

What should readers know about One-Member Limited Liability Company Under the Latest Regulations of 2026?

A one-member limited liability company is a popular type of enterprise in Vietnam. This article will provide detailed information on the latest regulations related to the establishment and governance of one-member limited liability companies, especially after the amended Enterprise Law 2025 and Decree 168/2025/ND-CP ta

What should readers know about One-Member Limited Liability Company Under the Latest Regulations of 2026?

A one-member limited liability company is a popular type of enterprise in Vietnam. This article will provide detailed information on the latest regulations related to the establishment and governance of one-member limited liability companies, especially after the amended Enterprise Law 2025 and Decree 168/2025/ND-CP ta