How to contribute capital to establish a company and issuance of the certificate of capital contribution to a multi member limited liability company in Vietnam?
- How to contribute capital to establish a company and issuance of the certificate of capital contribution to a multi member limited liability company in Vietnam?
- What must be contained in the certificate of capital contribution to establish a multi member limited liability company in Vietnam?
- When a member of a two member limited liability company fails to fully contribute the committed capital, shall the company register the change in charter capital?
How to contribute capital to establish a company and issuance of the certificate of capital contribution to a multi member limited liability company in Vietnam?
Pursuant to Article 47 of the 2020 Law on Enterprises in Vietnam on capital contribution to establish the multi member limited liability company as follows:
- 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 company's charter.
- 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.
- 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:
+ The member that has not contributed capital at all is obviously no longer a member of the company;
+ The member that has not fully contributed capital will have the rights that are proportional to the contributed capital;
+ The right to contribute the missing capital will be sold under a resolution or decision of the Board of Members.
- 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 this Law has been fully recorded in the member register. On that day, the company shall issue the capital contribution certificate to the member.
How to contribute capital to establish a company and issuance of the certificate of capital contribution to a multi member limited liability company in Vietnam?
What must be contained in the certificate of capital contribution to establish a multi member limited liability company in Vietnam?
According to the provisions of Clause 6, Article 47 of the 2020 Law on Enterprises in Vietnam the Certificate of capital contribution to establish a multi member limited liability company as follows:
Capital contribution to establish the company and issuance of the certificate of capital contribution
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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 capital contribution certificate is lost or damaged, the member will be reissued with another certificate following the procedures specified in the company's charter.
Thus, the capital contribution certificate shall contain the following information:
- The company’s name, EID number, headquarter address;
- The company’s charter capital;
- 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;
- The capital contributed and the member’s holding;
- The number and date of issuance of the certificate of capital contribution;
- Full names and signatures of the company’s legal representatives.
When a member of a two member limited liability company fails to fully contribute the committed capital, shall the company register the change in charter capital?
According to the provisions of Clauses 4 and 5, Article 47 of the 2020 Law on Enterprises in Vietnam:
- 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.
- 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 this Law has been fully recorded in the member register. On that day, the company shall issue the capital contribution certificate to the member.
Thus, when a member of a two member limited liability company fails to fully contribute the committed capital, the company shall register the change in charter capital and the members’ holdings.
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