What are the regulations on transfer of stakes of a member of a two member limited liability company in Vietnam?
- In which case can a member of a two member limited liability company be entitled to request the company to repurchase that member’s stake?
- How to transfer stakes of a member of a two member limited liability company in Vietnam?
- How many days must a member of a two member limited liability company make a capital contribution?
In which case can a member of a two member limited liability company be entitled to request the company to repurchase that member’s stake?
Pursuant to Article 51 of the 2020 Law on Enterprises in Vietnam stipulating repurchase of stakes as follows:
Repurchase of stakes
1. A member is entitled to request the company to repurchase that member’s stake if that member has voted against a resolution or decision of the Board of Members on the following issues:
a) Amendments to regulations of the company's charter on rights and obligations of members and the Board of Members;
b) Reorganization of the company;
c) Other issues prescribed by the company's charter.
2. A written request for stake repurchase shall be sent to the company within 15 days from the day on which the resolution or decision mentioned in Clause 1 of this Article is ratified.
3. Within 15 days from the day on which the request mentioned in Clause 1 of this Article is received, the company shall repurchase that member’s stake at market value or at a value determined in accordance with the company's charter, unless another value is agreed upon by both parties. The payment shall only be made if the company is still able to pay its debts and other liabilities afterwards.
4. In case the company is not able to pay for the repurchase of the stake as requested, the member is entitled to sell the stake to another member or a non-member.
According to the above provisions, a member is entitled to request the company to repurchase that member’s stake if that member has voted against a resolution or decision of the Board of Members on the following issues:
- Amendments to regulations of the company's charter on rights and obligations of members and the Board of Members;
- Reorganization of the company;
- Other issues prescribed by the company's charter.
What are the regulations on transfer of stakes of a member of a two member limited liability company in Vietnam?
How to transfer stakes of a member of a two member limited liability company in Vietnam?
Pursuant to Article 52 of the 2020 Law on Enterprises in Vietnam stipulating the transfer of stakes, except for the cases specified in Clause 4 Article 51, Clause 6 and Clause 7 Article 53 of this Law, a member of a two member limited liability company is entitled to transfer part or all of their stake to another person as follows:
+ Offer the stake to other members in proportion to their holdings under the same conditions;
+ Transfer the stake under the same conditions as those applied to other members mentioned in Point a of this Clause to a non-member if the other members do not purchase or fully purchase the stake within 30 days from the first day of offering.
- The transferor still has the rights and obligations to the company in proportion to the stake until information about the buyer mentioned in Point b, c and dd Clause 2 Article 48 of this Law is fully recorded in the member register.
- In case only one member remains after transfer or change of the members’ stakes, the company shall be converted into a single-member limited liability company and apply for change of enterprise registration information within 15 days from the day on which the transfer is complete.
How many days must a member of a two member limited liability company make a capital contribution?
Pursuant to Clause 2, Article 47 of the 2020 Law on Enterprises in Vietnam stipulating 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.
Thus, 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.
In addition, 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.
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