Procedure for Registration of Change of Members in a Two-Member LLC Due to Failure to Fulfill Capital Contribution Commitments

Let me ask, in the case where a member does not fulfill the capital contribution commitment, how are the procedures for registering a change of members carried out? We are a two-member limited liability company.

Based on the provisions of Clauses 4 and 8, Article 52 of Decree 01/2021/ND-CP:

In the case where a multi-member limited liability company (LLC) registers to change its members due to failure to fulfill capital contribution commitments, the company shall submit an application for registration of changes in enterprise registration contents to the Business Registration Office where the company's head office is located. The application includes the following documents:

- Notification of changes in enterprise registration content signed by the legal representative of the enterprise;

- List of remaining members of the company. The list of members must include the signature of the member with the changed capital contribution, but it is not required to have the signature of the member whose capital contribution does not change;

- Resolution, decision, and a copy of the minutes of the Members' Council meeting on the change of members due to failure to fulfill capital contribution commitments.

Upon receipt of the enterprise registration application, the Business Registration Office shall issue a Receipt, check the validity of the application, and issue an Enterprise Registration Certificate to the enterprise.

Thus, the procedure for registering changes in members of a multi-member LLC due to failure to fulfill capital contribution commitments is carried out according to the above regulations.

Respectfully!

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