Registration to change members of multi-member LLC in Vietnam

by QuynhHuong

During the actual operation of a company, there will be many circumstances leading to the change of members of the multi-member LLC. In these cases, the enterprise law requires the company to carry out the necessary procedures. In this article, LSX will provide the necessary information on the registration to change members of multi-member LLC in Vietnam.

  • 2020 Enterprise Law
  • Decree 01/2021/ND-CP

Dossier for registration to change members of multi-member LLC

In case of accepting new members leads to an increase in the company’s charter capital

Accordingly, a dossier for registration to change members, in this case, will contain the following documents:

  • Notice of change of business registration information signed by the legal representative of the enterprise
  • List of members of limited liability companies with two or more members. In fact, the list of members must include the signatures of the new member and the member who changed the capital contribution
  • Resolution, decision and copy of minutes of the Members’ Council meeting on the admission of new members
  • Documents confirming capital contribution of new members of the company
  • A copy of an individual’s legal papers in case the new member is an individual or a copy of an organization’s legal papers; documents proving authorization as prescribed by law. Copies of legal papers of the foreign organization must be legalized
  • Document of the Investment Registration Authority approving the capital contribution, share purchase or purchase of contributed capital by foreign investors; following the Law on Investment.

In case of member change due to the transfer of contributed capital

In this case, the applicants will have to prepare the following documents:

  • Notice of change of business registration information signed by the legal representative of the enterprise
  • List of members of limited liability companies with two or more members. In fact, the list of members must include the signatures of the new member and the member who changed the capital contribution
  • Transfer contract or documents proving the completion of the transfer
  • A copy of an individual’s legal papers in case the new member is an individual or a copy of an organization’s legal papers; documents proving authorization as prescribed by law. Copies of legal papers of the foreign organization must be legalized
  • Document of the Investment Registration Authority approving the capital contribution, share purchase or purchase of contributed capital by foreign investors; following the Law on Investment.

In case of member change due to inheritance

Under this case, a dossier will contain the following documents:

  • Notice of change of business registration information signed by the legal representative of the enterprise
  • List of members of limited liability companies with two or more members. In fact, the list of members must include the signatures of the new member and the member who changed the capital contribution
  • A copy of the document certifying the legal inheritance of the heir
  • Copy of legal documents of individuals in case heirs are individuals or copies of legal documents of organizations; documents proving authorization as prescribed by law. Copies of legal papers of the foreign organization must be legalized

In case of registration to change members due to a member’s failure to fulfill the capital contribution commitment

On this condition, the applicants must prepare the following documents:

  • Notice of change of business registration information signed by the legal representative of the enterprise
  • List of remaining members of the company. In fact, the list of members must include the signatures of the new member and the member who changed the capital contribution
  • Resolution, decision and copy of minutes of the Members’ Council meeting on the change of members due to failure to fulfill the capital contribution commitment.

Change of member due to donation of capital contribution

Firstly, in case the recipient of the contributed capital is an heir, the applicant may prepare a similar dossier as the one in case of member change due to the transfer of contributed capital. In which, the transfer contract or documents proving the completion of the transfer are replaced by a contract of donation for the contributed capital

Secondly, in case the recipient of the contributed capital is not an heir, the dossier they shall prepare will be similar to the one in case of accepting new members leads to an increase in the company’s charter capital; in which, the document certifying the capital contribution of new members of the company is replaced by the contract of donation of the contributed capital.

In case a member uses the contributed capital to repay the debt

On the condition that the Members’ Council agrees on allowing the payee to become a company member; the dossier they shall prepare will be similar to the one in case of accepting new members leads to an increase in the company’s charter capital. Yet, the dossier contains a loan contract and documents showing the use of contributed capital to repay the debt; instead of the document certifying the capital contribution of new members of the company.

On the other hand, if the payee uses such contributed capital to offer for sale and transfer to others; the dossier will be similar to the one in case of member change due to the transfer of contributed capital. Yet, it also contains a loan contract and documents showing the use of contributed capital to repay the debt.

Proceduer for register to change members of multi-member LLC

Step 1: Submit the dossier

Initially, the applicants must finish preparing the necessary dossier. Afterward, they could submit it at the Business Registration Office.

Step 2: Recieve the certificate

Subsequently, after receiving the enterprise registration dossier, the Business Registration Office shall give the receipt, check the validity of the application; then issue the Certificate of Business Registration to the enterprise.

Hope that the article could help you solve your problem. In case you have any questions, please contact Lawyer X for quick and best legal services: 0833102102.

How much does it cost to register to change members of multi-member LLC?

The registration fee is VND 100,000, and free if register virtually.

How long does it take to receive the Certificate of Business Registration?

It will take 05 working days from the date of receipt of valid dossiers in case of transfer or change of contributed capital of members. In the other cases, it takes only 03 working days from the date of receipt of complete and valid dossiers.

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