Vietnam: Application for registration of change of members of a multi-member limited liability company

According to the Decree No. 01/2021/NĐ-CP of the Government of Vietnam, in case of admission of new members which leads to increase in the company’s charter capital, the company shall send an application for changes to enterprise registration information to the Business Registration Office of the province where it is headquartered. The application includes the following documents:

- A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;

- The list of members of the multi-member limited liability company. The list must bear signatures of new members and members whose stakes are changed; signatures of members whose stakes are unchanged are optional;

- The resolution or decision and copy of minutes of meeting of the Board of Members on admission of new members;

- Certifications of new members’ capital contribution;

- Copies of legal documents of new members that are individuals, or copies of legal documents of new members that are organizations and copies of legal documents of their authorized representatives and letters of appointment of authorized representatives.

- If a member is a foreign organization, copies of legal documents of that organization must be legalized: A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment of Vietnam.

In addition to the above-mentioned cases, Article 52 of the Decree No. 01/2021/NĐ-CP also stipulates 06 more cases that change members of the company:

- Change of members due to transfer of stakes;

- Change of members due to inheritance;

- Change of members due to a member’s failure to contribute capital as prescribed in Article 47 of the Law on enterprises of Vietnam;

- Change of members due to donation of stakes;

- Change of members in case a member uses his/her stakes to pay debts;

- Change of members according to a decision on full or partial division, merger or consolidation.

View applications corresponding to 6 cases of registration of change of members at the Decree No. 01/2021/NĐ-CP of the Government of Vietnam, effective from January 04, 2021.

Le Thanh

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