Legal regulations on registration of changes in members of mutil-member limited liability companies.

I. Current need for registering changes in company members

In recent years, the need to register changes in company members in Vietnam has been increasing significantly. Some of the main reasons for this include:

- The development of the socio-economic landscape

- Changes in the organizational structure of enterprises

- Amendments to the law

II. Circumstances requiring registration of changes in members of a mutil-member limited liability company

Cases requiring registration of changes in company members are regulated under Article 52 of Decree No. 01/2021/ND-CP as follows:

- Admission of new members leading to an increase in the company’s charter capital;

- Change of members due to capital contribution transfer;

- Change of members due to inheritance;

- Registration of changes due to a member failing to fulfill the commitment to contribute capital;

- Registration of changes due to donation of capital contribution;

- Registration of changes when a member uses their capital contribution to settle debts;

- Change of members pursuant to the company’s division, separation, merger, or consolidation.

III. Procedures for registering changes in members of a mutil-member limited liability company

Pursuant to Article 52 of Decree No. 01/2021/ND-CP, the procedures for registering changes in company members are as follows:

Step 1: Preparing the application dossier
The application dossier for registering changes in company members includes the following documents:

- Notification of changes to business registration contents (Appendix II-1)

- List of company members (Appendix I-6)

- Resolution and a valid copy of the minutes of the Members’ Council meeting regarding the change (in case the change is decided by the Members’ Council)

- A valid copy of the identification documents or legal entity certificate of the new member (in case of new capital contribution or capital transfer)

Step 2: Submitting the application
The company shall submit the application dossier to the Business Registration Office at the location of its head office.
The application can be submitted in one of the following ways:

- Directly at the Business Registration Office

- Via postal services

- Online via the National Business Registration Portal

Step 3: Processing the application
Within 03 working days from the date of receiving a complete and valid dossier, the provincial-level Business Registration Office will issue a new Enterprise Registration Certificate to the company.

Step 4: Receiving Results
The company shall receive the results at the provincial-level Business Registration Office.

Note:

- Within 03 working days from the issuance of the new Enterprise Registration Certificate, the company must publicly disclose the changes on the National Business Registration Portal and its own website (if any).

- The company may only operate after being issued the new Enterprise Registration Certificate.

IV. Questions regarding registration of changes in company members of a mutil-member limited liability company

1. Where is the procedure for registering changes in company members implemented?

- According to Article 52 of Decree No. 01/2021/ND-CP, the procedure is conducted at the Business Registration Office under the Department of Planning and Investment where the enterprise has its head office.

- Specifically, the dossier must be submitted either directly or online to the local Business Registration Office.

- Upon receipt and verification of a valid dossier, the Business Registration Office will issue a new Enterprise Registration Certificate to the company.

2. What is the processing time for registering changes in company members?

Within 03 working days from the date of receipt of a complete and valid dossier, the provincial Business Registration Office will issue a new Enterprise Registration Certificate to the company.

3. Can the dossier for changing company members be submitted online?

- If submitting online, the company must have a login account on the National Business Registration Portal. To create an account, the company must visit the Portal and follow the instructions.

- Once an account is created, the company can submit the dossier for changing members according to the guidance provided on the Portal.
Therefore, it is possible to register member changes online.

The above information relates to procedures for registering changes in company members of a mutil-member limited liability company. For assistance or to understand more about the legal regulations regarding this procedure, please contact NPLaw for support from our team of experienced lawyers and legal experts.