Vietnam: Are enterprises required to notify the business registration authority when transferring capital contributed to a limited liability company?
- Are enterprises in Vietnam required to notify the business registration authority when transferring capital contributed to a limited liability company?
- What are the regulations on the procedures and the application for transferring capital contributed to a limited liability company in Vietnam?
- How long is the time limit for capital contribution of members in a limited liability company in Vietnam?
Are enterprises in Vietnam required to notify the business registration authority when transferring capital contributed to a limited liability company?
Pursuant to Clause 1, Article 30 of the Law on Enterprises 2020 on registering revisions to the Certificate of Enterprise Registration as follows:
- Enterprises must register with the business registration authority when changing the contents of the Enterprise Registration Certificate specified in Article 28 of this Law.
And pursuant to Article 28 of the Law on Enterprises 2020, the contents of the enterprise registration certificate include as follows:
Content of the Certificate of Enterprise Registration
A Certificate of Enterprise Registration shall contain the following information:
1. The enterprise’s name and EID number;
2. The enterprise’s headquarters address;
3. Full name, signature, mailing address, nationality and legal document number of the legal representative (for limited liability companies and joint stock companies), each partner (for partnerships), the owner (for sole proprietorships). Full name, mailing address, nationality and legal document number of each member that is an individual; name, EID number and headquarters address of each member that is an organization (for limited liability companies);
4. The charter capital (or investment capital if the enterprise is a sole proprietorship).
After transferring the contributed capital, if there are changes of members or charter capital, the limited liability company must carry out procedures to notify the business registration authority where the company is located.
What are the regulations on the procedures and the application for transferring capital contributed to a limited liability company in Vietnam?
Pursuant to Clause 2, Article 51 of Decree 01/2021/ND-CP stipulating as follows:
Within 10 days from the date of changing capital contributors, the company must promptly register changes of members with the Business Registration Office where the company is located.
- A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative according to the form of Appendix II-1 issued together with Circular 01/2021/TT-BKHDT;
- The list of members of the multi-member limited liability company. The list must bear signatures of new members and members whose stakes are changed; signatures of members whose stakes are unchanged are optional, using the form of Appendix I-6 issued together with Circular 01/2021/TT-BKHDT - attached in the notification of changes to enterprise registration information;
- The letter of authorization to submit the application and receive the result in cases without the legal representatives. This document is not required to be notarized or authenticated;
- A valid copy of one of the personal certification documents of the person authorized to carry out procedures (if any):
+ For Vietnamese citizens: valid citizen ID card or ID card or Vietnamese passport.
+ For foreigners: foreign passport or valid document to replace a valid foreign passport.
- The transfer contract or documents proving completion of such transfer.
- Valid copies of the authenticated documents of the transferor
+ For Vietnamese citizens: valid citizen ID card or ID card or Vietnamese passport.
+ For foreigners: foreign passport or valid document to replace a valid foreign passport.
The time limit for processing applications is within 03 (three) working days after receiving all valid documents.
After being granted a certificate of change in the contents of business registration, the company must publicly announce it on the national business registration portal.
How long is the time limit for capital contribution of members in a limited liability company in Vietnam?
Pursuant to Clause 2, Article 47 of the Law on Enterprises 2020 as follows:
Capital contribution to establish the company and issuance of the certificate of capital contribution
...
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.
Accordingly, within 90 days from the issuance date of the Certificate of Enterprise Registration, members of a limited liability company must fully contribute capital to the company in accordance with the committed assets.
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