Instructions for registration of change of members of a multi-member limited liability company in Vietnam

 Instructions for registration of change of members of a multi-member limited liability company in Vietnam (Internet image) 

Regarding this issue, LawNet would like to answer as follows:

1. Instructions for registration of change of members of a multi-member limited liability company in Vietnam

According to Article 52 of Decree 01/2021/ND-CP regulations on registration of changing members of limited liability companies with two or more members as follows:

- 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 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.

- In case of change of members due to transfer of stakes, the application for changes to enterprise registration information must include 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;

+ A transfer contract or documents proving completion of the transfer;

+ 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,

- In case of change of members due to inheritance, the application for changes to enterprise registration information must include 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 copy of certificate of the inheritor’s lawful right to inheritance;

+ Copies of legal documents of the inheritor that is an individual, or copies of legal documents of the inheritor that is an organization 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.

- In case of change of members due to a member’s failure to contribute capital as prescribed in Article 47 of the Law on enterprises 2020, the application for changes to enterprise registration information shall include the following documents:

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

+ The list of remaining members of the company. The list must bear signatures of 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 change of members due to a member’s failure to contribute capital.

- Registration of change of members because of donation of stakes

+ If the beneficiary is the entity prescribed in Point a Clause 6 Article 53 of the Law on enterprises 2020, the application for changes to enterprise registration information shall contain the documents in Clause 2 of this Article, in which the transfer contract or documents proving completion of the transfer shall be replaced with the donation contract;

+ If the beneficiary is the entity prescribed in Point b Clause 6 Article 53 of the Law on enterprises 2020, the application for changes to enterprise registration information shall contain the documents in Clause 1 of this Article, in which the certification of new member’s capital contribution shall be replaced with the donation contract.

- Registration of change of members in case a member uses his/her stakes to pay debts

+ In case the company applies for change of members due to a member’s use of his/her stakes to pay debts and the beneficiary is accepted by the Board of Members to become a company’s member as prescribed in Point a Clause 7 Article 53 of the Law on enterprises 2020, the application for changes to enterprise registration information shall contain the documents in Clause 1 of Article 52 of Decree 01/2021/ND-CP, in which the certificate of new member's capital contribution shall be replaced with the loan agreement and documents proving the use of stakes to pay debts;

+ In case the company applies for change of members due to a member’s use of his/her stakes to pay debts and the beneficiary offers or sells the received stakes to another person as prescribed in Point b Clause 7 Article 53 of the Law on enterprises 2020, the application for changes to enterprise registration information shall contain the documents in Clause 2 of Article 52 of Decree 01/2021/ND-CP and the loan agreement and documents proving the use of stakes to pay debts.

- In case of change of members according to a decision on full or partial division, merger or consolidation, the application for changes to enterprise registration information shall contain the documents in Clause 1 of this Article, in which the certificate of new member’s capital contribution shall be replaced with the resolution or decision on full or partial division and documents in Point a and Point b Clause 3 Article 25 of Decree 01/2021/ND-CP, and the documents in Points a, b, c Clause 2 Article 61 of Decree 01/2021/ND-CP.

The resolution or decision on full or partial division, merger or consolidation must specify the transfer of stakes to new members.

- After receiving the application, the Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the enterprise registration certificate to the enterprise.

2. Rules for enterprise registration in Vietnam

Rules for enterprise registration procedures in Vietnam according to Article 4 of Decree 01/2021/ND-CP are as follows:

- The enterprise’s founder or the enterprise shall complete the application for enterprise registration and take legal responsibility for the legitimacy, truthfulness, and accuracy of information therein and reports.

- In case a limited liability company or a joint-stock company has more than one legal representative, the legal representative who follows enterprise registration procedures must ensure and assume responsibility for performance of his/her rights and obligations as prescribed in Clause 2 Article 12 of the Law on enterprises 2020.

- The business registration authority is responsible for the legitimacy of the application for enterprise registration, not violations against the law committed by the enterprise before and after the enterprise registration.

- The business registration authority does not have the responsibility to settle disputes between members or shareholders of the company, or between them with other entities, or between the enterprise and other entities.

- The enterprise is not required to append a seal on the application form for enterprise registration, notification of changes to enterprise registration, resolutions, decisions and minutes of meeting included in the application for enterprise registration. Appending seal on other documents included in the application for enterprise registration shall comply with relevant laws.

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