Vietnam: Latest form of capital contribution certificate 2022? Will a company that does not issue a certificate of capital contribution be fined?
- What is a capital contribution certificate in Vietnam?
- What must be the capital contribution certificate of a member of a limited liability company according to Vietnamese regulations?
- Does a joint stock company issue a capital contribution certificate in Vietnam?
- Will a limited liability company that does not issue a capital contribution certificate be fined in Vietnam?
- The latest form of capital contribution certificate recently in Vietnam?
What is a capital contribution certificate in Vietnam?
Currently, Vietnamese law does not provide for the concept of capital contribution certificates. However, we can understand that, when individuals and organizations contribute capital to the company, it is necessary to have written confirmation of the individual or organization that has contributed capital and how much capital has been contributed.
Therefore, the capital contribution certificate will be a document certifying that the members or shareholders of the company have made capital contributions to the company as prescribed to ensure that they contribute enough and the right types of assets as committed and make capital contributions on time prescribed by law.
What must be the capital contribution certificate of a member of a limited liability company according to Vietnamese regulations?
Pursuant to Clause 6, Article 47 of the Law on Enterprises 2020 stipulates as follows:
“Article 47. Capital contribution to establish the company and issuance of the certificate of capital contribution
…
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.”
Thus, the certificate of contribution of a member of a limited liability company must ensure that there is sufficient information as prescribed above.
Vietnam: Latest form of capital contribution certificate 2022? Will a company that does not issue a certificate of capital contribution be fined?
Does a joint stock company issue a capital contribution certificate in Vietnam?
According to the provisions of the Law on Enterprises 2020 of Vietnam, there are no regulations related to the capital contribution certificate of a joint-stock company. The capital contribution to a joint-stock company will be kept and supervised by the register of shareholders specified in Article 122 of the Law on Enterprises 2020 as follows:
“Article 122. Shareholder register
1. A joint stock company shall make and retain the shareholder register from the issuance date of the Certificate of Enterprise Registration. The shareholder register can be physical or electronic documents and contain information about the shareholders’ ownership of shares.
2. A shareholder register shall contain the following information:
a) The company’s name and headquarters address;
b) Total number of authorized shares, types of authorized shares and quantity of each type;
c) Total number of sold shares of each type and value of share capital contributed;
d) Full names, signatures, mailing addresses, nationalities and legal document numbers of shareholders that are individuals; names, EID numbers or legal document numbers and headquarters addresses of shareholders that are organizations;
dd) Quantity of each type of shares of each shareholder, date of share registration.
3. The shareholder register shall be retained at the company’s headquarters or another organization that is licensed to retain shareholder registers. Shareholders are entitled to inspect, access, extract names and addresses of the company’s shareholders from the shareholder register.
4. In case a shareholder’s mailing address is changed, a notification shall be promptly sent to the company in order to update the shareholder register. The company is not responsible if a shareholder cannot be contacted due to the failure to notify the change of that shareholder’s mailing address.
5. The company shall update changes of shareholders in the shareholder register as requested by relevant shareholders in accordance with company's charter.”
Thus, according to the provisions of law, a joint-stock company will not issue a certificate of capital contribution, but only need to make a register of shareholders according to the above provisions.
Will a limited liability company that does not issue a capital contribution certificate be fined in Vietnam?
Pursuant to Article 52 of Decree 122/2021/ND-CP stipulates as follows:
“Article 52. Violations against other regulations on organization and management of enterprises
1. A fine ranging from VND 20,000,000 to VND 30,000,000 shall be imposed for any of the following violations:
a) Appointing a person who does not have the right to enterprise management to hold a managerial position;
b) Appointing an unqualified person as the Director (General Director).
2. A fine ranging from VND 30,000,000 to VND 50,000,000 shall be imposed for any of the following violations:
a) Failure to issue the certificate of capital contribution to a company’s member;
b) Failure to make a member register or register of share-issuing shareholders;
c) Failure to put up the enterprise’s name at its head office, failure to put up the name of branch, representative office or business location at its location;
d) Failure to retain documents at the head office or another location specified in the company’s charter.
3. Remedial measures:
The violator is compelled to:
a) dismiss the unqualified enterprise manager if the violation specified in Point a Clause 1 of this Article is committed;
b) dismiss the unqualified Director (General Director) if the violation specified in Point b Clause 1 of this Article is committed;
c) issue a certificate of capital contribution to the company’s member if the violation specified in Point a Clause 2 of this Article is committed;
d) make a member/shareholder register as prescribed if the violation specified in Point b Clause 2 of this Article is committed;
dd) put up the enterprise’s name at its head office or put up the name of the branch, representative office or business location if the violation specified in Point c Clause 2 of this Article is committed.”
Accordingly, the company will be administratively sanctioned from VND 30,000,000 to VND 50,000,000 when not issuing capital contribution certificates to members. In addition, the company is also subject to the remedy of forcing the issuance of certificates of capital contribution to company members.
The latest form of capital contribution certificate recently in Vietnam?
As mentioned above, the current law does not provide for the standard form of capital contribution certificate. However, the capital contribution certificate for members of limited liability companies must ensure that there is sufficient information as prescribed by law.
Download form of capital contribution certificate of limited liability company: Click here.
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