Abstract

Single-member limited liability companies are a well-established form of business organization under Vietnamese law. Although the law recognizes such a company as a separate legal person, it describes the company’s sole member using the term “owner of the company.” This ownership-based terminology may obscure the legal distinction between the company as an independent legal entity and the sole member behind it. Through a comparison with EU Directive 2009/102/EC on single-member private limited liability companies, this article argues that the legal position of the sole participant should be understood primarily in terms of membership status rather than an ownership relationship with the company. Accordingly, the article clarifies the substantive meaning of the term “owner of the company” and proposes revising the terminology currently used in Vietnamese law. More specifically, the term in Article 74 of the Law on Enterprises 2020 should be interpreted as referring to the individual or organization holding the company’s entire contributed capital and possessing the corresponding status of sole member.

Keywords: Capital contribution, Law on Enterprises 2020, owner of the company, separate legal personality, single-member limited liability company, sole member.