If a capital contributor dies but the heir does not wish to become a member of a two member limited liability company in Vietnam, how will the stake be settled?
- Can members of a two member limited liability company contribute assets that are different from the promised ones?
- If a capital contributor dies but the heir does not wish to become a member of a two member limited liability company in Vietnam, how will the stake be settled?
- What information is included in the capital contribution certificate in a two member limited liability company in Vietnam?
Can members of a two member limited liability company contribute assets that are different from the promised ones?
Pursuant to Clause 2, Article 47 of the 2020 Law on Enterprises in Vietnam stipulating the capital contribution of company members as follows:
Capital contribution to establish the company and issuance of the certificate of capital contribution
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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.
Thus, 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.
If a capital contributor dies but the heir does not wish to become a member of a two member limited liability company in Vietnam, how will the stake be settled?
If a capital contributor dies but the heir does not wish to become a member of a two member limited liability company in Vietnam, how will the stake be settled?
According to the provisions of Article 53 of the 2020 Law on Enterprises in Vietnam stipulating the settlement of stakes in some special cases as follows:
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.
6. In case a member gives away part or all of his/her stake to another person, the beneficiary will become a member of the company in the following cases:
a) If the beneficiary is a lawful heir as prescribed by the Civil Code, he/she is obviously a member of the company;
b) If the beneficiary is not a lawful heir mentioned in Point a of this Clause, he/she will only become a member if it is accepted by the Board of Members.
7. In case a member uses that member’s stake to pay debt, the beneficiary may:
b) become a member of the company if it is accepted by the Board of Members;
b) Offer and sell the stake in accordance with Article 52 of this Law.
8. In case a member that is an individual is being kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, he/she shall authorize another person to perform some or all of his/her rights and obligations to the company.
9. A member that is an individual and is banned by the court to do certain jobs must not do those jobs at the company; A member that is a juridical person and is banned by the court from certain business lines must suspend or stop business operation in those business lines.
Thus, in case a capital contributor dies and the person who inherits such stakes does not wish to become a member of the company, a member’s stake shall be transferred or repurchased by the company in accordance with regulations.
What information is included in the capital contribution certificate in a two member limited liability company in Vietnam?
Pursuant to Clause 6, Article 47 of the 2020 Law on Enterprises in Vietnam as follows:
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.
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