Can members give away stake to others in Vietnam?

Can members give away stake to others in Vietnam?

Previously, I contributed stake to a limited liability company. Up to now, due to many tasks that cannot be managed, I want to donate this stake contribution to my adopted son, which the members of the Board of Directors currently do not accept. So can I donate that stake contribution?

Reply:

According to the provisions of Clause 6 Article 53 of the Enterprise Law 2020 as follows:

6. In case a member gives away part or all of his/her stake to another person, the beneficiary will become a member of the company in the following cases:

a) If the beneficiary is a lawful heir as prescribed by the Civil Code, he/she is obviously a member of the company;

b) If the beneficiary is not a lawful heir mentioned in Point a of this Clause, he/she will only become a member if it is accepted by the Board of Members.

Thus, it is unclear whether his adopted child has been registered according to the law in Vietnam or not:

+ In case it has been registered, it will be in the first line of inheritance according to the provisions of the Civil Code. So this donation will naturally be carried out and your adopted son will become a member of the company.

+ In case it has not been registered, it must be approved by Council members before it can be implemented.

Can members give away stake to others in Vietnam? (Image from the Internet)

In what cases is the company required to buy back stake contributions from members in Vietnam?

I am a member of a multiple-member limited liability company. Recently, the Company changed the charter to be different from the original, the provisions in the charter directly affect my insurance policy, and voted against it. Can I request the company to buy back my stake contribution? And are there any other cases that force the Company to buy back stake contributions from members? Hope it will be resolved according to regulations.

Reply:

Pursuant Article 51 of the Enterprise Law 2020 stipulates:

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.

Thus, when you vote against the Company's above decisions, because it affects your rights, you have the right to request the Company to buy back your stake contribution. And in addition to the regulations on reorganization of the company or other cases as prescribed in the company's charter, the company is obliged to buy back the stake contributions of the members in Vietnam.

Are persons in detention authorized to transfer their stake contribution in Vietnam?

I have a relative who is a member of Company H. For some reason, my relative is being detained. I would like to ask, according to the law, if the stake contribution is in the Company, can my relatives be authorized to transfer the entire stake contribution? Hope to receive answers according to regulations.

Reply:

Pursuant to Clause 8 Article 53 of the Enterprise Law 2020 stipulates:

8. In case a member that is an individual is being kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, he/she shall authorize another person to perform some or all of his/her rights and obligations to the company.

Pursuant to Point e Clause 1 Article 49 of the Enterprise Law 2020 regulates the rights of members:

e) Transfer, give away or otherwise dispose of the member’s own stake in accordance with regulations of law and the company's charter;

Thus, according to the new regulations in Vietnam, your relatives are authorized to transfer the entire stake contribution above.

Best regards!