Limited Liability Company HTV accepting capital contribution from a new member: is notification to the Business Registration Office required?
According to Clause 1, Article 52 of Decree 01/2021/ND-CP on the registration of changes in members of a multi-member limited liability company, in which:
In the case of accepting new members that lead to an increase in the company's charter capital, the company shall submit a dossier for registration of changes in business registration content to the Business Registration Office where the company’s head office is located. The dossier includes the following documents:
- Notification of changes in business registration content signed by the legal representative of the enterprise;
- List of members of the multi-member limited liability company. The list of members must include the signature of the new member and the member whose contributed capital has changed; it is not mandatory to have the signature of members whose contributed capital has not changed;
- Resolution, decision, and a copy of the meeting minutes of the Board of Members on the acceptance of the new member;
- Documents confirming the capital contribution of the new company member;
- Copies of legal documents of individuals in case the new member is an individual or copies of legal documents of the organization, copies of legal documents of the individual for the authorized representative and copies of the document appointing the authorized representative in case the new member is an organization.
For members that are foreign organizations, the copies of legal documents of the organization must be consularly legalized;
- Documents from the Investment Registration Authority approving the capital contribution, share purchase, or purchase of contributed capital by the foreign investor or foreign-invested economic organization in cases required to register capital contribution, share purchase, or purchase of contributed capital in accordance with the Investment Law.
Thus, when HTV LLC accepts new members leading to an increase in the company's charter capital, the company shall submit a dossier for registration of changes in business registration content to the Business Registration Office where the company’s head office is located. You may prepare the dossier as per the above regulations.
Respectfully!
