How many days must members contribute capital in Vietnam?
How many days must members contribute capital in Vietnam? If members do not contribute enough capital, will members be able to reduce the charter capital in Vietnam?
I am one of the founders of a limited liability company and I want to know what period of time I have to contribute enough charter capital? Please advice. Thankyou.
How many days must members contribute capital in Vietnam?
Pursuant to Article 47 of the Law on Enterprises 2020, it is stipulated as follows:
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.
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Thus, according to the above provisions, you and other contributing members must contribute enough charter capital within 90 days from the date of being granted the Business Registration Certificate in Vietnam.
If members do not contribute enough capital, will members be able to reduce the charter capital in Vietnam?
Pursuant to Clause 3, Article 68 of this Law, a company may reduce its charter capital in the following cases:
3. A company may decrease its charter capital in the following cases:
a) The company returns part of the contributed capital to the members in proportion to their holdings in the company after the company has operated for at least 02 consecutive years from the enterprise registration date and the company is able to fully pay its debts and other liabilities after the return of capital;
b) The company repurchases the members’ stakes as prescribed in Article 51 of this Law;
c) Charter capital is not fully and punctually contributed by the members as prescribed in Article 47 of this Law.
According to the above regulation, your company may reduce its charter capital if the charter capital is not paid in full and on time by its members in Vietnam.
Best Regards!
