Contribute capital fully and punctually; take liability for the debts and other liabilities

1. Contribute capital fully and punctually; take liability for the debts and other liabilities of the company up to the value of capital contributed, except for the cases in Clause 2 and Clause 4 Article 48 of this Law.

bookkeeping-vinasc32. Do not withdraw contributed capital in any shape or form, except for the cases in Articles 52, 53, 54, and 68 of this Law.

3. Comply with the company’s charter.

4. Comply with resolutions and decisions of the Board of members.

5. Take personal responsibility when committing the following acts on behalf of the company:

a) Violations of law;

b) Business operations or transactions that do not serve the company’s interests and cause damage for other persons;

c) Payment of undue debts while the company is facing financial risk.

6. Fulfill other obligations prescribed by this Law.

Article 52. Repurchasing stakes

1. Every member is entitled to request the company to repurchase his/her stake if such member votes against the resolution of the Board of members on:

a) Amendments to the company’s charter that are related to rights and obligations of members and/or the Board of members;

b) Company restructuring;

c) Other cases prescribed by the company’s charter.

The request for repurchase of a stake must be made in writing and sent to the company within 15 days from the day on which the Resolution is ratified as prescribed in this Clause.

2. When such a request is made as prescribed in Clause 1 of this Article, if an agreement on the price is not reached, the company shall repurchase the member’s stake at the market price or at a price determined according to the company’s charter within 15 days from the day on which the request is received. The payment shall only be made if the company is still able to repay its debts and settle other liabilities after paying for the stake.

bookkeeping-vinasc13. If the company does not repurchase the stake as prescribed in Clause 2 of this Article, the member is entitled to transfer his/her stake to another member or a person other than members.

Article 53. Transferring stakes

1. Except for the case in Clause 3 Article 52, Clause 5 and Clause 6 Article 54 of this Law, every member of multi-member limited liability company are entitled to transfer part or all of his/her stake to another person as follows:

a) Offer the stakes to other members in proportion to their stakes in the company under the same conditions;

b) Only transfer the stake under the same conditions applied other members prescribed in Point a of this Clause to persons other than members if the members do not buy or do not buy completely within 30 days from the offering date.

2. The transferring member still has the rights and obligations to the company in proportion to his/her stake until information about the buy mentioned in Points b, c and d Clause 1 Article 49 of this Law is written on the member register.

3. If the transfer or change of the stake causes the company to have only one member, the company shall be converted into a single-member limited liability company and register the business registration changes within 15 days from the day on which the transferred is finished.