Handling Cases of Insufficient Capital Contribution in Limited Liability Companies

According to Clause 2, Article 47 of the Law on Enterprises 2020 (effective from January 1, 2021), the responsibility for capital contribution to a multi-member limited liability company is as follows:

Members must fully and correctly contribute capital to the company as committed when registering the establishment of the enterprise within 90 days from the date of issuance of the Certificate of Enterprise Registration, excluding the time for transporting and importing capital contribution assets, and handling administrative procedures to transfer ownership of assets. During this period, members have rights and obligations corresponding to the committed percentage of capital contribution. Members of the company can only contribute capital with assets different from the committed ones if more than 50% of the remaining members agree.

After the aforementioned period, if any member has not contributed or has not fully contributed the committed capital, it shall be handled according to Clause 3, Article 47 of the Law on Enterprises 2020 (effective January 1, 2021) as follows:

- Members who have not contributed capital as committed are naturally no longer considered members of the company;

- Members who have not fully contributed the committed capital have rights corresponding to the contributed capital portion;

- Uncontributed capital portions of members are offered for sale in accordance with the resolution or decision of the Members' Council.

Thus, in case of capital contribution to a multi-member limited liability company, if after 90 days the capital is not fully contributed, it will be handled according to the three aforementioned cases.

Best regards!