What is a Limited Liability Company with Two or More Members? Latest Application Form for Establishing a Limited Liability Company with Two or More Members?
What is a Limited Liability Company with Two or More Members?
Pursuant to Article 46, Enterprise Law 2020, the regulation is as follows:
“Article 46. Limited Liability Company with Two or More Members
1. A limited liability company with two or more members is an enterprise with between 02 and 50 members who can be organizations or individuals. Members are liable for the debts and other financial obligations of the enterprise within the amount of capital contributed to the enterprise, except as stipulated in Clause 4, Article 47 of this Law. The capital contribution of members can only be transferred in accordance with the provisions of Articles 51, 52, and 53 of this Law.
2. The limited liability company with two or more members has legal status from the date of issuance of the Enterprise Registration Certificate.
3. The limited liability company with two or more members cannot issue shares, except in case of conversion into a joint-stock company.
4. The limited liability company with two or more members can issue bonds in accordance with this Law and other related legal provisions; the issuance of separate bonds must comply with the provisions of Articles 128 and 129 of this Law.”
A limited liability company with two or more members is an enterprise with between 02 and 50 members. The members of the company are liable for its debts and obligations within the amount of capital contributed to the enterprise.
What is a Limited Liability Company with Two or More Members? The latest application form to establish a limited liability company with two or more members.
Regulations Regarding the Charter Capital of a Limited Liability Company with Two or More Members
Pursuant to Article 47, Enterprise Law 2022, the regulation is as follows:
“Article 47. Capital Contribution for Establishing the Company and Issuance of Capital Contribution Certificates
1. The charter capital of a limited liability company with two or more members at the time of registration for establishment is the total value of the capital contributions members commit to contributing as recorded in the company charter.
2. Members must fully contribute capital to the company in the type of assets committed upon registration for establishment within 90 days from the date of issuance of the Enterprise Registration Certificate, excluding the time for transportation, importation of contributed assets, and administrative procedures for transferring ownership. Within this time, members have the rights and obligations corresponding to the proportion of capital already committed. A member of the company can only contribute capital with assets other than those committed if approved by more than 50% of the remaining members.
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6. The capital contribution certificate must include the following essential information:
a) Name, enterprise code, and head office address of the company;
b) The charter capital of the company;
c) Full name, contact address, nationality, and personal legal document number for individual members; name, enterprise code or legal document number, and head office address for organizational members;
d) The portion of capital contribution and percentage of capital contribution of the member;
e) Number and date of the issuance of the capital contribution certificate;
f) Full name and signature of the legal representative of the company.
7. In case the capital contribution certificate is lost, damaged, or destroyed in other forms, members shall be reissued a capital contribution certificate by the company according to the procedures stipulated in the company charter.”
The charter capital of a limited liability company with two or more members is the total value of the capital contributions that members commit to contributing as recorded in the company charter.
How to Prepare the Dossier for Establishing a Limited Liability Company with Two or More Members?
Pursuant to Article 23, Decree 01/2021/ND-CP, the regulation is as follows:
“Article 23. Dossier for Enterprise Registration for a Limited Liability Company with Two or More Members, Joint-Stock Company
1. Application form for enterprise registration.
2. Company charter.
3. List of members for a limited liability company with two or more members; list of founding shareholders and list of foreign investors for a joint-stock company.
4. Copies of the following documents:
a) Legal documents of individuals for the legal representative of the enterprise;
b) Legal documents of individuals for company members, founding shareholders, foreign investors who are individuals; legal documents of organizations for members, founding shareholders, foreign investors who are organizations; legal documents of individuals for the authorized representative of members, founding shareholders, foreign investors who are organizations and the authorization document.
For foreign organization members, founding shareholders, the copies of legal documents must be consular legalized;
c) Investment registration certificate in cases where the enterprise is established or participated in establishment by foreign investors or foreign-invested economic organizations according to the Law on Investment and its guiding documents.”
When establishing a limited liability company with two or more members, the dossier components must be prepared in accordance with the above regulations.
Application Form for Establishing a Limited Liability Company with Two or More Members According to Current Regulations?
The application form for establishing a limited liability company with two or more members is specified in Annex I-3 attached to Circular 01/2021/TT-BKHDT, as follows:
Download the application form for establishing a limited liability company with two or more members: Here.
Download the list of members of a limited liability company with two or more members: Here.
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