Procedures for changing members in a limited liability company with two or more members

I. Cases of changing members of a limited liability company with two or more members

Cases leading to changes in members of a limited liability company with two or more members include: Accepting additional members to increase charter capital; transferring or donating capital contributions; inheriting capital contributions; capital contributing members using capital contributions to pay debts; dividing, separating, merging, consolidating the company or having members not fulfilling their capital contribution commitments will all lead to changes in members of a limited liability company with two or more members.

Within 10 days from the date of change, a limited liability company with two or more members must promptly register the change of company members with the Business Registration Office.

II. Registration documents for changing members of a limited liability company with two or more members

The profile includes:

1. Notice of change in business registration content signed by the legal representative of the LLC with 2 or more members (Appendix II-1 form issued with Circular 01/2021/TT-BKHĐT);

2. List of members of a limited liability company with two or more members. The list of members must include the signatures of new members and members whose capital contribution has changed, and is not required to include the signatures of members whose capital contribution has not changed (Appendix I-6 form issued with Circular 01/2021/TT-BKHĐT) - attached to the Notice of change in business registration content;

3. Authorization letter for the person submitting the application and receiving the results if he/she is not the legal representative. This document does not need to be notarized or authenticated;

4. A valid copy of one of the following personal identification documents of the authorized person performing the procedure (if any):

- For Vietnamese citizens: Valid Citizen Identification Card or National Identity Card or Vietnamese Passport.

- For foreigners: Valid foreign passport or document in lieu of a valid foreign passport.

In addition, for each case of change, the following additional documents will be required:

A. In case of accepting new members leading to increase in company charter capital:

5. Decision of the board of members on accepting new members;

6. Valid copy of the Minutes of the Board of Members' meeting on accepting new members (clearly stating the amended contents in the Company Charter).

7. Documents confirming capital contribution of new members of the company;

8. Valid copies of identification documents of the new member and the authorized representative of the new member being an organization:

- For Vietnamese citizens: Valid Citizen Identification Card or National Identity Card or Vietnamese Passport.

- For foreigners: Valid foreign passport or document in lieu of a valid foreign passport.

- For members being organizations: Decision on establishment or Certificate of business registration or other equivalent documents.

- For members who are foreign organizations: Copies of the organization's legal documents must be consularized.

9. Valid copy of the Power of Attorney for the new members being organizations;

10. Document of the Investment Registration Authority approving the capital contribution and purchase of capital contributions by foreign investors and economic organizations with foreign investment capital in cases where it is required to carry out procedures for registration of capital contribution and purchase of capital contributions according to the provisions of the Investment Law.

B. In case of transfer of capital contribution:

5. Assignment contract or documents proving completion of assignment.

6. Valid copies of the certification documents of the transferring member, the transferee; the donating member, the donee and the authorized representative of the new member being an organization:

- For Vietnamese citizens: Valid Citizen Identification Card or National Identity Card or Vietnamese Passport.

- For foreigners: Valid foreign passport or document in lieu of a valid foreign passport.

- For members being organizations: Decision on establishment or Certificate of business registration or other equivalent documents.

- For members who are foreign organizations: Copies of the organization's legal documents must be consularized.

7. Valid copy of the Power of Attorney for the new members being organizations;

8. Document of the Investment Registration Authority approving the capital contribution and purchase of capital contributions by foreign investors and economic organizations with foreign investment capital in cases where it is required to carry out procedures for registration of capital contribution and purchase of capital contributions according to the provisions of the Investment Law.

C. In case of inheritance:

5. A valid copy of the document confirming the legal inheritance rights of the heir (this can be a will or a document agreeing on the division of the inheritance of the heirs);

6. A copy of the individual's legal documents in case the heir is an individual or a copy of the organization's legal documents, a copy of the individual's legal documents for the authorized representative and a copy of the document appointing the authorized representative in case the heir is an organization.

For members that are foreign organizations, copies of the organization's legal documents must be consularized.

7. Valid copy of the Power of Attorney for the new members being organizations;

D. In case a member fails to fulfill his/her capital contribution commitment:

5. Decision of the Board of Members on changing members due to failure to fulfill capital contribution commitments;

6. Valid copy of the Minutes of the Board of Members' meeting on changing members due to failure to fulfill capital contribution commitments;

E. In case of registration of change of members due to donation of capital contribution:

- In case of inheritance: The dossier will include documents related to the case of transferring capital contribution. However, the transfer contract or documents proving the completion of the transfer will be replaced by a contract of donation of capital contribution.

- In case of non-inheritance: The dossier will include documents related to the case of accepting new members. In which, the document confirming the capital contribution of the new member of the company is replaced by a contract of donation of capital contribution.

F. In case a member uses his/her capital contribution to pay off debt:

Case 1: The company registers to change members because a member uses his/her capital contribution to pay off debt and the payee is approved by the Board of Members to become a company member according to regulations.

The business registration dossier includes the documents specified in the case of accepting new members, in which the documents confirming the capital contribution of the new member of the company are replaced by a loan contract and documents showing the use of capital contribution to repay debts.

Case 2: The company registers to change members because a member uses his/her capital contribution to pay off debt and the payee uses that capital contribution to offer for sale and transfer to another person according to regulations.

The business registration dossier includes documents in case of transferring capital contribution, along with the loan contract and documents showing the use of capital contribution to repay debt.

G. In case of changing members according to the decision to divide, separate, merge or consolidate the company:

Business registration dossier includes documents according to the case of accepting new members, including:

+ Documents confirming the capital contribution of new members of the company are replaced by resolutions, decisions on company division, resolutions, decisions on company separation, and related documents as prescribed by law.

+ Resolutions and decisions on dividing, separating, merging, and consolidating a company must include the content of transferring capital contributions in the company to new members.

III. Place of submission and request processing time

- Place to submit application: Business Registration Office - Department of Planning and Investment where the company has its headquarters.

- Processing time: Within 03 (three) working days from the date of receipt of valid documents.

Note: After being granted a Certificate of Change of Business Registration Content, the company must publicly announce it on the National Business Registration Information Portal (Procedures for changing members and procedures for announcing business registration content can be carried out at the same time).