With the continuous development of Vietnam’s economy, more and more businesses have been established. Among the types of enterprises prescribed by the law on enterprises of Vietnam, the multiple-member limited liability company is one of the most chosen types of enterprises. In the article, Warren B would like to send customers some information about the multiple-member limited liability companies in Vietnam.
What are the Multiple-member limited liability companies in Vietnam?
- A multiple-member limited liability company means an enterprise that has 02 – 50 members that are organizations or individuals. A member’s liability for the enterprise’s debts and other liabilities shall be equal to the amount of capital that member contributed to the enterprise, except for the cases specified in Clause 4 Article 47 of Law no. 59/2020/QH14. The member’s stake (contributed capital) may only be transferred in accordance with Articles 51, 52 and 53 of Law no. 59/2020/QH14.
- A multiple-member limited liability company has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued.
- Multiple-member limited liability companies must not issue shares except for equitization.
- Multiple-member limited liability companies may issue bonds in accordance with this Law and relevant laws; private placement of bonds shall comply with Article 128 and Article 129 of Law no. 59/2020/QH14.
What are the provisions of capital contribution to establish the company and issuance of the certificate of capital contribution?
1. The initially registered charter capital of a multiple-member limited liability company is the total capital contributed or promised by the members and shall be written in the company’s charter.
2. The members shall contribute sufficient and correct assets as promised when applying for enterprise registration within 90 days from the issuance date of the Certificate of Enterprise Registration, excluding the time needed to transport or import the contributed assets and for completing ownership transfer procedures. During this period, the members shall have rights and obligations that are proportional to their promised contribution. The members may only contribute assets that are different from the promised ones if the change is approved by more than 50% of the remaining members.
3. In case a member fails to contribute or fully contribute capital as promised by the expiration of the period mentioned in Clause 2 of this Article:
a) The member that has not contributed capital at all is obviously no longer a member of the company;
b) The member that has not fully contributed capital will have the rights that are proportional to the contributed capital;
c) The right to contribute the missing capital will be sold under a resolution or decision of the Board of Members.
4. In the cases mentioned in Clause 3 of this Article, the company shall register the change in charter capital and the members’ holdings within 30 days from the deadline for contributing capital specified in Clause 2 of this Article. The members who fail to contribute or fully contribute capital shall be responsible for the financial obligations incurred by the company during the period before the company registers the change in charter capital and the members’ holdings in proportion to their promised contributions.
5. In the cases specified in Clause 2 of this Article, the capital contributor will become the company’s member from the day on which capital is fully contributed and information about the capital contributor prescribed Points b, c, dd Clause 2 Article 48 of Law no. 59/2020/QH14 has been fully recorded in the member register. On that day, the company shall issue the capital contribution certificate to the member.
6. The capital contribution certificate shall contain the following information:
a) The company’s name, EID number, headquarter address;
b) The company’s charter capital;
c) Full name, signature, mailing address, nationality and legal document number if the member is an individual; EID number or legal document number, headquarters address if the member is an organization;
d) The capital contributed and the member’s holding;
dd) The number and date of issuance of the certificate of capital contribution;
e) Full names and signatures of the company’s legal representatives.
7. In case the Certificate of Enterprise Registration is lost or damaged, the member will be reissued with another certificate following the procedures specified in the company’s charter.
That is the information about the multiple-member limited liability companies in Vietnam and capital contribution to establish the company and issuance of the certificate of capital contribution Warren B sent to customers. If customers have any question, please contact Warren B for more consultancy. We hope that the information we provide is useful to customers to set up a company in Vietnam.
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