What are the penalties for members have not fully contributed capital to their limited liability company in Vietnam?
Me and a few friends just started a limited liability company in Vietnam. However, due to the difficult economic situation, I have only contributed half of the originally contributed capital. I can't contribute anymore. So how to handle with the amount of capital that I have contributed and the amount that I have not contributed? Because it is past the commitment date for capital contribution. Will I be removed from the member list?
According to the provisions of Clause 3, Clause 4, Article 47 of the Law on Enterprises 2020 on capital contribution to establish the company and issuance of the certificate of capital contribution in Vietnam as follows:
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.
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.
Thus, with the capital contributed to the company, you have the right to this capital as other members. For the unpaid capital, it will be offered according to the resolutions and decisions of the Members' Council in Vietnam.
In case, there is not enough capital contributed according to the original commitment, the company must adjust the charter capital and must commit to bear the financial obligations of the company arising in the period before the date the company registers to change the charter capital and the percentage of contributed capital of the member.
Best Regards!
