Multi-member limited liability company

Article 47. Multi-member limited liability company

bookkeeping-vinasc31. Multi-member limited liability company is a enterprise where:

a) Members are organizations and/or individuals; the number of members does not exceed 50;

b) Members are liable for debts and other liabilities of the enterprise up to the value of capital they contribute to the enterprise, except for the case in Clause 4 Article 48 of this Law.

c) Stakes of members shall be transferred in accordance with Articles 52, 53, and 54 of this Law.

2. A multi-member limited liability company has a legal status from the issuance date of the Certificate of Business registration.

3. Multi-member limited liability companies must not issue shares.

Article 48. Capital contribution to company establishment and issuance of certificate of capital contribution

1. Charter capital of a multi-member limited liability company upon business registration is the total value of capital contribution to the company promised by the members.

2. Every member must contribute capital properly in terms of sufficiency and type of assets as agreed within 90 days from the day on which the Certificate of Business registration is issued. Company’s members may only contribute assets other than the promised assets it such assets are approved by the majority of other members. After the said deadline, each member has the rights and obligations proportional to their promised capital contribution.

3. In case a member fails to contribute capital or fails to fully contribute capital by the deadline mentioned in Clause 2 of this Article:

a) The member who fails to contribute capital as promised is obviously no longer a company’s member;

b) The member who fails to fully contribute capital as promised shall have the rights proportional to his/her contributed capital;

c) The right to contribute capital of the member who fails to contribute capital shall be offered under a decision of the Board of members.

4. If a member fails to contribute capital or fails to fully contribute capital as agreed, the company shall register a change to charter capital and the member’s stake holding within 60 days from the deadline for making sufficient capital contribution prescribed in Clause 2 of this Article. Any member who fails to contribute capital or fails to fully contribute capital as agreed shall take responsibility up to the value of promised capital contribution for the company’s financial obligations incurred before the day on which the company registers the changes to the charter capital and its members’ stakes.

bookkeeping-vinasc15. When a member fully contributes capital, the company shall issue a Certificate of capital contribution to such member. The certificate of capital contribution shall contains:

a) The enterprise’s name, ID number, and headquarter address;

b) The enterprise’s charter capital;

c) Full name, permanent residence, nationality, ID/passport number if the member is an individual; name, establishment decision number or company ID number, headquarter address if the member is an organization;

d) The member’s stake and value thereof;

dd) Number and date of issue of certificate of capital contribution;

e) Full name and signature of the company’s legal representative.

6. In case a certificate of capital contribution is lost, damaged, or otherwise destroyed, its holder shall has it reissued in accordance with the procedures provided for by the company’s charter.