Is a Two-Member Limited Liability Company Allowed to Issue Shares? Can a Single-Member Limited Liability Company Issue Bonds?

Is it Permissible to Issue Shares for a Limited Liability Company with Two Members?

I am currently a member of a Limited Liability Company (LLC) with two members in Long An, and we want to convert to a Joint Stock Company. Is it permissible to issue shares in this case? What do the new regulations state?

Answer: According to Clause 3, Article 46 of the Law on Enterprises 2020, the regulations are as follows:

- A Limited Liability Company with two or more members has legal personality from the date of issuance of the Enterprise Registration Certificate.

- A Limited Liability Company with two or more members is not allowed to issue shares, except in the case of converting into a Joint Stock Company.

Therefore, a Limited Liability Company with two or more members is permitted to issue shares in the event of converting into a Joint Stock Company.

Is a Single-Member LLC Allowed to Issue Bonds?

Under the current enterprise law, is a single-member Limited Liability Company allowed to issue bonds?

Answer: According to Clause 4, Article 74 of the Law on Enterprises 2020, the regulations are as follows:

- A single-member Limited Liability Company is an enterprise owned by one organization or individual (hereinafter referred to as the company owner). The company owner is responsible for the company's debts and other property obligations within the scope of the company's charter capital.

- A single-member Limited Liability Company has legal personality from the date of issuance of the Enterprise Registration Certificate.

- A single-member Limited Liability Company is not allowed to issue shares unless it is converting into a Joint Stock Company.

- A single-member Limited Liability Company is allowed to issue bonds as stipulated by this Law and other relevant laws; private bond issuance is subject to the provisions of Articles 128 and 129 of this Law.

Thus, the issuance of bonds is within the rights of a single-member Limited Liability Company as stipulated above.

What Contents Should the Member Register Book of a Two-Member LLC Include?

What contents should the member register book of a Limited Liability Company with two members include? Please advise according to the 2021 regulations.

Answer: According to Clause 2, Article 48 of the Law on Enterprises 2020, the member register book of a two-member LLC must include the following essential contents:

- The name, enterprise code, and head office address of the company;

- Full name, contact address, nationality, and legal identification documents of the member who is an individual; the name, enterprise code, or legal documents, and head office address of the member who is an organization;

- The contributed capital portions, the ratio of contributed capital, the time of capital contribution, types of contributed assets, the quantity, and the value of each type of contributed assets of each member;

- The signatures of the members who are individuals, the legal representatives of the members who are organizations;

- The number and date of issue of the capital contribution certificate of each member.

Respectfully!