In case of the death of a member of a multiple-member limited liability company that is an individual, shall his/her heir become a member of the company?
- Is a member of a multiple-member limited liability company in Vietnam entitled to request the company to repurchase that member’s stake?
- When will a member of a multiple-member limited liability company in Vietnam be entitled to transfer part or all of their stake to another person?
- In case of the death of a member of a multiple-member limited liability company that is an individual, shall his/her heir become a member of the company?
Is a member of a multiple-member limited liability company in Vietnam entitled to request the company to repurchase that member’s stake?
Pursuant to Article 51 of the Law on Enterprise 2020 on repurchase of stakes:
Repurchase of stakes
1. A member is entitled to request the company to repurchase that member’s stake if that member has voted against a resolution or decision of the Board of Members on the following issues:
a) Amendments to regulations of the company's charter on rights and obligations of members and the Board of Members;
b) Reorganization of the company;
c) Other issues prescribed by the company's charter.
2. A written request for stake repurchase shall be sent to the company within 15 days from the day on which the resolution or decision mentioned in Clause 1 of this Article is ratified.
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A member of a multiple-member limited liability company is entitled to request the company to repurchase that member’s stake if that member has voted against a resolution or decision of the Board of Members on the following issues:
- Amendments to regulations of the company's charter on rights and obligations of members and the Board of Members;
- Reorganization of the company;
- Other issues prescribed by the company's charter.
In case of the death of a member of a multiple-member limited liability company that is an individual, shall his/her heir become a member of the company? (Image from the Internet)
When will a member of a multiple-member limited liability company in Vietnam be entitled to transfer part or all of their stake to another person?
Pursuant to Article 52 of the Law on Enterprise 2020 on transfer of stakes:
Transfer of stakes
1. Except for the cases specified in Clause 4 Article 51, Clause 6 and Clause 7 Article 53 of this Law, a member of a multiple-member limited liability company is entitled to transfer part or all of their stake to another person as follows:
a) Offer the stake to other members in proportion to their holdings under the same conditions;
b) Transfer the stake under the same conditions as those applied to other members mentioned in Point a of this Clause to a non-member if the other members do not purchase or fully purchase the stake within 30 days from the first day of offering.
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A member of a multiple-member limited liability company is entitled to transfer part or all of their stake to another person as follows:
- Offer the stake to other members in proportion to their holdings under the same conditions;
- Transfer the stake under the same conditions as those applied to other members mentioned in Point a of this Clause to a non-member if the other members do not purchase or fully purchase the stake within 30 days from the first day of offering.
In case of the death of a member of a multiple-member limited liability company that is an individual, shall his/her heir become a member of the company?
Pursuant to Clauses 4 and 5, Article 53 of the Law on Enterprise 2020 on settlement of stakes in some special cases:
Settlement of stakes in some special cases
1. In case of the death of a member that is an individual, his/her heir at law or designated by a will shall become a member of the company.
2. In case a member that is an individual is declared missing by the Court, his/her rights and obligations shall be performed through his/her asset manager as prescribed by civil laws.
3. In case a member that is an individual is incapacitated, has limited legal capacity or has difficulty controlling his/her behaviors, his/her rights and obligations shall be performed through his/her representative.
4. A member’s stake shall be transferred or repurchased by the company in accordance with Article 51 and Article 52 of this Law in the following cases:
a) The member’s heir does not wish to become a member;
b) The beneficiary mentioned in Clause 6 of this Article is not accepted as a member by the Board of Members;
c) The member that is an organization is dissolved or goes bankrupt.
5. In case a member that is an individual dies without an heir or the heir refuses the inheritance or is disinherited, the stake shall be settled in accordance with civil laws.
If the member’s heir does not wish to become a member, or the heir refuses the inheritance or is disinherited, that member’s stake shall be transferred or repurchased by the company in accordance with Article 51 and Article 52 of this Law.
Thus, not in every case will the heir of the a member of a multiple-member limited liability company automatically become a member of that company.
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