Vietnam: What is the latest Charter template of a multiple-member limited liability company? What does the application for registration of a multiple-member limited liability company include?
- What is the latest Charter template of a multiple-member limited liability company in Vietnam?
- What does the application for registration of a multiple-member limited liability company in Vietnam include?
- What are the regulations on the capital contribution to establish a multiple-member limited liability company and issuance of the certificate of capital contribution in Vietnam?
What is the latest Charter template of a multiple-member limited liability company in Vietnam?
Under the provisions of Clause 1, Article 46 of the Law on Enterprises 2020, a multiple-member limited liability company means an enterprise that has 02 – 50 members that are organizations or individuals.
Accordingly, the Charter of a multiple-member limited liability company in Vietnam shall comply with the provisions of Article 24 of the Law on Enterprises 2020. The latest Charter template of a multiple-member limited liability company in Vietnam is specified as follows:
> Download the latest Charter template of a multiple-member limited liability company in Vietnam: Here
What does the application for registration of a multiple-member limited liability company in Vietnam include?
Under the provisions of Article 21 of the Law on Enterprises 2020, Article 23 of Decree 01/2021/ND-CP, the application for registration of a multiple-member limited liability company in Vietnam includes:
- Application form for enterprise registration. Appendix I-3
- The company’s charter. Here
- List of members of the multi-member limited liability company Here;
- Copies of the following documents:
+ Legal documents of the enterprise’s legal representative;
+ Legal documents of members or founding shareholders and foreign shareholders that are individuals; legal documents of members or founding shareholders and foreign shareholders that are organizations; legal documents of authorized representatives of members or founding shareholders and foreign shareholders that are organizations and their letters of appointment of authorized representatives.
If a member or shareholder is a foreign organization, copies of legal documents of that organization must be legalized;
+ Investment registration certificate if the enterprise is founded or co-founded by foreign investors or foreign-invested business entities by the Law on Investment and its guiding documents.
- List of legal representatives and authorized representatives. Here
What are the regulations on the capital contribution to establish a multiple-member limited liability company and issuance of the certificate of capital contribution in Vietnam?
Under the provisions in Article 47 of the Law on Enterprises 2020 as follows:
Capital contribution to establish the company and issuance of the certificate of capital contribution
1. 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.
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.
3. 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:
a) The member that has not contributed capital at all is obviously no longer a member of the company;
b) The member that has not fully contributed capital will have the rights that are proportional to the contributed capital;
c) The right to contribute the missing capital will be sold under a resolution or decision of the Board of Members.
4. 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.
5. 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.
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 to establish a multiple-member limited liability company and issuance of the certificate of capital contribution in Vietnam are carried out according to the above regulations.
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