What are procedures for changing names of multi-member limited liability companies in Vietnam?

What are procedures for changing names of multi-member limited liability companies in Vietnam?

I want to ask about procedures for changing names of multi-member limited liability companies in Vietnam. Thank you!

Answer:

1. Legal basis:

- Law on Enterprise in 2020;

- Decree 01/2021/NĐ-CP;

- Circular 01/2021/TT-BKHĐT;

- Circular 47/2019/TT-BTC.

In case of changing the company name, the company shall send the application for change of business registration information to the Business Registration Office where the company's head office is located. The company is responsible for registering the change of the company name within 10 days from the date of the change. Changing the company name does not change the rights and obligations of the company.

Note: The new name of the company must comply with the regulations om naming of the Law on Enterprise and related documents.

2. Documentation:

- Notice of change of business registration information signed by the legal representative of the company (under the form in Appendix II-1 Circular 01);

- The decision and copy of the meeting minutes of the Board of members of the company on the change of the company's name.

- A written authorization for the person to submit the application and receive the results if that person is not the legal representative;

- A valid copy of one of the personal identification papers of the person authorized to carry out the procedure (if any):

+ For Vietnamese citizens: Valid citizen identification card, identity card or passport.

+ For foreigners: Passports or valid documents replacing foreign passports are still valid.

3. Methods of submission of documentation: directly or via online by the National portal on business registration.

4. Handling agency:  Business Registration Office - Department of Planning and Investment where the company's head office is located.

5. Time limit: Within 03 (three) working days from the date of receipt of complete and valid dossiers.

6. Fees:

- 50,000 VND if submitting directly.

- Free if submitting online.

Is it permissible if all members of multi-member limited liability companies in Vietnam are organizations?

I have a question. Is it permissible if all members of multi-member limited liability companies in Vietnam are organizations?

Answer:

Pursuant to Clause 1 Article 46 of the Law on Enterprise in 2020 stipulating as follows:

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.

As regulations above, a multiple-member limited liability company means an enterprise that has 02 – 50 members that are organizations or individuals. There is no regulations the compulsory number of members of multi-member limited liability companies in Vietnam being organizations or individuals. Therefore, all members of multi-member limited liability companies in Vietnam can be organizations.

Is the director of a multi-member liability company in Vietnam required to be a member of the members' council?

Is the director of a multi-member liability company in Vietnam required to be a member of the members' council? Our company intend to hire a person who does not contribute in the capital of the company.

Answer:

Pursuant to Article 64 of the Law on Enterprise in 2020, a person may hold the position of Director/General Director if he/she:

1. Is not in one of the persons specified in Clause 2 Article 17 of this Law.

2. Has professional qualifications and experience of busines administration and satisfies other conditions specified in the company's charter.

3. If the company is a state-owned enterprise prescribed in Point b Clause 1 Article 88 of this Law or a subsidiary company of a state-owned enterprise prescribed in Clause 1 Article 88 of this Law, is not a relative of the executives and controllers of the company and the parent company, of the representative of enterprise’s investment or state investment in the company and the parent company.

As regulations above, the director of a multi-member liability company in Vietnam is not required to be a member of the members' council. Therefore, your company can hire that person.

Best regards!