When a limited liability company changes its capital contributors, the business registration certificate also needs to be updated. To avoid mistakes, you need to understand the documents, procedures, and notes when changing members of a limited company.
According to the Law on Enterprises 2020, a member of a limited liability company is an individual or organization that owns part or all of the company's charter capital.
For a limited liability company with 2 or more members, cases that need to carry out procedures for changing members include:
- Accepting new capital contributors
- Changes due to members not fulfilling their capital contribution commitments
- Changes due to inheritance, transfer, or donation of contributed capital
The basic dossier includes:
1. Notification of changes in enterprise registration contents
2. List of company members
3. Notarized ID card/ID card/passport of the new member (if the new member is an individual) or a copy of the organization's legal documents (if the new member is an organization)
4. For members being foreign organizations: copies of legal papers must be consular legalized
Additional dossiers depending on each case:
1. Accepting new members:
- Resolutions, decisions and copies of the minutes of the meeting of the Board of members on the admission of new members
- Documents confirming the capital contribution of the new member
- Capital transfer:
- The transfer contract and documents proving the completion of the transfer
2. Inherit:
- A copy of the document confirming the legal inheritance right
- Failure to fulfill capital contribution commitments:
- Resolutions, decisions and copies of the minutes of the meeting of the Board of members on the change of members due to non-fulfillment of commitments
- Donation of contributed capital:
- Contract for donation of contributed capital
Procedure of implementation:
1. Prepare a complete dossier according to the instructions.
2. Submit the dossier directly at the Business Registration Office of the Department of Planning and Investment where the enterprise is headquartered, or online on the National Enterprise Registration Portal.
3. Within 3 working days from the date of submission of the application, the Business Registration Office shall check the validity and return the following results:
- If the dossier is valid, a new business license will be issued.
- If the dossier is invalid, it will notify the enterprise to amend and supplement the dossier.
- If the number of members increases, the new member's ID card/ID card/passport must be notarized.
- The legal representative of the enterprise must register the change of member information within 10 days from the date of change.
- If the change of members leads to a change in charter capital, the company must carry out procedures for changing charter capital.
- A two-member limited liability company has a minimum of 2 members and a maximum of 50. If the number of members drops to 1, the company must convert to a one-member limited liability company. If the number of members is greater than 50, it is recommended to consider switching to a joint-stock company.
- In case the legal representative is no longer a member of the company, the company must elect a new legal representative and carry out procedures for changing the representative.
1. Is there a fee for changing the members of a limited liability company with 2 or more members?
Have. The state fee is 500,000 VND, including:
- 200,000 VND fee for submitting dossiers and granting new business licenses.
- VND 300,000 fee for disclosure of changed information at the National Portal.
2. What are the procedures for changing members of a limited liability company?
Depending on the reason for the change, the procedure may vary. For a limited liability company with 2 or more members, it is necessary to prepare a dossier including a notice and related documents.
3. Can I apply for a change of membership online?
Can. Dossiers of change of members of a limited liability company can be submitted through the National Portal.
4. How long does it take to change the members of a limited liability company with 2 or more members?
The procedure usually takes 3 to 5 working days after receiving a complete and valid application. Anpha's service can be completed in 3 days.
5. When do I need to submit a dossier to change the number of members?
When there is a change in capital, member information due to donation/donation/franchise/inheritance, or other reasons leading to the change of members, the company needs to carry out this procedure.
Please contact us:
A DONG IP – TRANSLATION – CONSULTANCY COMPANY
Room F2&F3, No. 2 Phung Khac Khoan Street, Da Kao Ward, District 1, Ho Chi Minh City, Viet Nam
Tel: 84-28 3926 0120 – 39260125
Email: consultant@a-dong.com.vn; info@a-dong.com.vn
Website: a-dong.com.vn
