How is the charter capital of a limited liability company with two or more members calculated when registering to establish a business?

1. Pursuant to the provisions of Article 47 of the Law on Enterprises 2020 as follows:

Contribute capital to establish a company and issue a certificate of capital contribution

1. The charter capital of a limited liability company with two or more members upon registration for business establishment is the total value of the capital contribution that the members commit to contribute and is recorded in the company's charter.

2. Members must contribute capital to the company in full and with the correct type of assets as committed when registering to establish the enterprise within 90 days from the date of issuance of the Enterprise Registration Certificate, excluding the time for transporting and importing contributed assets and performing administrative procedures to transfer ownership of assets. During this period, members have rights and obligations corresponding to the committed capital contribution ratio. Company members may only contribute capital to the company with assets other than the committed assets if approved by more than 50% of the remaining members.

3. After the deadline specified in Clause 2 of this Article, if a member has not contributed capital or has not fully contributed the committed capital, it shall be handled as follows:

a) A member who has not contributed capital as committed is automatically no longer a member of the company;

b) Members who have not fully contributed the committed capital have rights corresponding to the contributed capital;

c) The uncontributed capital of members is offered for sale according to the resolution and decision of the Board of Members.

4. In case a member has not contributed capital or has not fully contributed the committed capital, the company must register to change the charter capital and the capital contribution ratio of the members by the contributed capital within 30 days from the last day to fully contribute the capital contribution as prescribed in Clause 2 of this Article. Members who have not contributed capital or have not fully contributed the committed capital must bear responsibility corresponding to the committed capital contribution ratio for the company's financial obligations arising during the period before the date the company registers to change the charter capital and the capital contribution ratio of the members.

5. Except for the case specified in Clause 2 of this Article, a capital contributor becomes a member of the company from the time the capital contribution is paid and the information about the capital contributor specified in Points b, c and d, Clause 2, Article 48 of this Law is fully recorded in the member registration book. At the time of full capital contribution, the company must issue a capital contribution certificate to the member corresponding to the value of the contributed capital.

6. The certificate of capital contribution must include the following main contents:

a) Name, business registration number, head office address of the company;

b) Charter capital of the company;

c) Full name, contact address, nationality, legal document number of the individual for individual members; name, enterprise code or legal document number of the organization, head office address for organizational members;

d) Capital contribution, capital contribution ratio of members;

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

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

7. In case the capital contribution certificate is lost, damaged or destroyed in any other form, the member shall be re-issued a capital contribution certificate by the company in accordance with the procedures prescribed in the Company Charter.

2. Conclusion

Accordingly, the charter capital of a limited liability company with two or more members when registering to establish a business is the total value of the capital contribution that the members commit to contribute and is recorded in the company's charter.