If members of multi-member limited liability companies have not fully contributed capital, will they be obviously no longer members of the companies in Vietnam?

What are multi-member limited liability companies in Vietnam?

Pursuant to the provisions of Clause 1, Article 46 of the Enterprise Law 2020, on multi-member limited liability companies as follows:

1. 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 this Law. The member’s stake (contributed capital) may only be transferred in accordance with Articles 51, 52 and 53 of this Law.

According to this Article, a multiple-member limited liability company is an enterprise with between 02 and 50 members who are organizations and individuals in Vietnam. 

Members are responsible for the debts and other property obligations of the enterprise to the extent of the amount of capital that member contributed to the enterprise in Vietnam.

If members of multi-member limited liability companies have not fully contributed capital , will they be obviously no longer members of the companies in Vietnam?

Pursuant to the provisions of Clauses 1, 2 and 3, Article 47 of the Law on Enterprises 2020, regulations on capital contribution to establish the company and issuance of the certificate of capital contribution are 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.

3. In case a member fails to contribute or fully contribute capital as promised by the expiration of the period mentioned in Clause 2 of this Article:

a) The member that has not contributed capital at all is obviously no longer a member of the company;

b) The member that has not fully contributed capital will have the rights that are proportional to the contributed capital;

c) The right to contribute the missing capital will be sold under a resolution or decision of the Board of Members.

According to this Article, after the prescribed time limit, if a member who commits to contribute capital when registering for business establishment has not yet fully contributed capital, he will still be a member of the company and have the rights that are proportional to the contributed capital in Vietnam.

If members of multi-member limited liability companies do not fully contribute capital within the prescribed time limit, will they have rights that are proportional to the contributed capital in Vietnam?

Pursuant to the provisions of Clause 4, Article 47 of the Law on Enterprises 2020, regulations on capital contribution to establish the company and issuance of the certificate of capital contribution are as follows:

4. In the cases mentioned in Clause 3 of this Article, the company shall register the change in charter capital and the members’ holdings within 30 days from the deadline for contributing capital specified in Clause 2 of this Article. 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.

According to this Article, a member of a multi-member limited liability company who commits to contribute capital to the establishment of the enterprise but has not yet fully contributed shall still have the rights that are proportional to the contributed capital in Vietnam. The financial position of the company arises in the period before the company registers the change in charter capital and the members’ holdings in proportion to their promised contributions.

What are contents of capital contribution certificate of multi-member limited liability companies in Vietnam?

Pursuant to the provisions of Clause 6, Article 47 of the Law on Enterprises 2020, regulations on capital contribution to establish the company and issuance of the certificate of capital contribution are as follows:

6. The capital contribution certificate shall contain the following information:

a) The company’s name, EID number, headquarter address;

b) The company’s charter capital;

c) Full name, signature, mailing address, nationality and legal document number if the member is an individual; EID number or legal document number, headquarters address if the member is an organization;

d) The capital contributed and the member’s holding;

dd) The number and date of issuance of the certificate of capital contribution;

e) Full names and signatures of the company’s legal representatives.

According to this Article, the capital contribution certificate of multi-member limited liability companies includes:

- Company’s name, EID number, headquarter address;

- The company’s charter capital;

- Full name, signature, mailing address, nationality and legal document number if the member is an individual; EID number or legal document number, headquarters address if the member is an organization;

- The capital contributed and the member’s holding;

- Number and date of issuance of the certificate of capital contribution;

- Full name, signature of the legal representative of the company.

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