What are the organizational structures of multi-member limited liability companies in Vietnam? What is the application for registration of a multi-member limited liability company?
- What are the organizational structures of multi-member limited liability companies in Vietnam?
- What is the application for registration of a multi-member limited liability company in Vietnam?
- What are the regulations on the characteristics and capital contributions of multiple-member limited liability companies in Vietnam?
What are the organizational structures of multi-member limited liability companies in Vietnam?
Refer to the templates of organizational structures of multi-member limited liability companies as follows:
Clause 1, Article 46 of the Law on Enterprise 2020 stipulates that multi-member limited liability companies are as follows:
- A multiple-member limited liability company means an enterprise that has 02 – 50 members that are organizations or individuals. A member’s liability for the enterprise’s debts and other liabilities shall be equal to the amount of capital that member contributed to the enterprise, except for the cases specified in Clause 4 Article 47 of the Law on Enterprise 2020. The member’s stake (contributed capital) may only be transferred in accordance with Articles 51, 52 and 53 of the Law on Enterprise 2020.
Accordingly, the organizational structures of multiple-member limited liability companies is as follows:
(Figure 1) Applicable to multiple-member limited liability companies that are state-owned enterprises and subsidiaries of state-owned enterprises
(Figure 2) Applicable to multiple-member limited liability companies that are not state-owned enterprises and subsidiaries of state-owned enterprises.
Accordingly, the templates of organizational structures of multiple-member limited liability companies is shown as above.
What are the organizational structures of multi-member limited liability companies in Vietnam?
What is the application for registration of a multi-member limited liability company in Vietnam?
Article 21 of the Law on Enterprise 2020 stipulates that the application for registration of a limited company includes:
- The enterprise registration application form.
- The company's charter.
- The list of members.
- Copies of:
+ Legal documents of members who are individuals and legal representatives;
+ Legal documents of members that are organizations, documents about designation of authorized representatives and their legal documents.
Legalized copies of legal documents of the members that are foreign organizations.
+ The Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment.
What are the regulations on the characteristics and capital contributions of multiple-member limited liability companies in Vietnam?
Article 46 of the Law on Enterprise 2020 stipulates that multiple-member limited liability company has the following characteristics:
- A multiple-member limited liability company has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued
- Multiple-member limited liability companies must not issue shares except for equitization.
- Multiple-member limited liability companies may issue bonds in accordance with this Law and relevant laws; private placement of bonds shall comply with Article 128 and Article 129 of Law on Enterprise 2020.
In addition, Article 47 of the Law on Enterprise 2020 regulates capital contribution to establish a limited liability company with two or more members as follows:
- 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.
Capital contribution term:
- 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.
- In case a member contributes assets that are different from the promised ones:
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.
- In case a member fails to contribute or fully contribute capital as promised:
By the expiration of the period:
- The member that has not contributed capital at all is obviously no longer a member of the company;
- The member that has not fully contributed capital will have the rights that are proportional to the contributed capital;
- The right to contribute the missing capital will be sold under a resolution or decision of the Board of Members.
In the case that member fails to contribute or fully contribute capital as promised by the expiration of the period, the company shall register the change in charter capital and the members’ holdings within 30 days from the deadline for contributing capital.
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
Note: In the cases specified in Clause 2 of Article 46 of the Law on Enterprise 2020, 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 Law on Enterprise 2020 has been fully recorded in the member register. On that day, the company shall issue the capital contribution certificate to the member
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