When a limited liability company (LLC) with two or more members undergoes changes in its capital contributors, it is necessary to update the business registration certificate. To ensure accuracy and compliance, it is crucial to understand the required documents, procedures, and important considerations.
When a limited liability company (LLC) with two or more members undergoes changes in its capital contributors, it is necessary to update the business registration certificate. To ensure accuracy and compliance, it is crucial to understand the required documents, procedures, and important considerations.
Under 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 two or more members, the following situations necessitate a change in membership:
- Admission of new capital contributors
- Changes due to members not fulfilling their capital contribution commitments
- Changes due to inheritance, transfer, or donation of contributed capital
Basic Documents:
1. Notification of changes in enterprise registration details
2. Updated list of company members
3. Notarized identification (ID card, passport) of the new member if an individual, or a copy of the organization's legal documents if the new member is an organization
4. For foreign organizations, consularly legalized copies of legal documents are required
Additional Documents Depending on the Case:
1. Acceptance of New Members:
- Resolutions, decisions, and minutes from the Board of Members meeting regarding the admission of new members
- Documentation confirming the new member’s capital contribution
- For capital transfer: The transfer contract and documents proving the completion of the transfer
2. Inheritance:
- Document confirming legal inheritance rights
3. Non-Fulfillment of Capital Contribution Commitments:
- Resolutions, decisions, and minutes from the Board of Members meeting concerning changes due to non-fulfillment of commitments
4. Donation of Contributed Capital:
- Contract for the donation of contributed capital
1. Preparation of Dossier:
Prepare a complete dossier as per the instructions provided.
2. Submission:
Submit the dossier either directly to the Business Registration Office of the Department of Planning and Investment where the company is headquartered or online through the National Enterprise Registration Portal.
3. Processing:
The Business Registration Office will review the application and return the results within 3 working days:
- If the dossier is valid, a new business registration certificate will be issued.
- If the dossier is invalid, the Office will notify the enterprise to amend and supplement the dossier.
- If the number of members increases, the ID card/passport of the new member must be notarized.
- The legal representative of the enterprise must register the change of member information within 10 days of the change.
- If the change in membership leads to a change in charter capital, the company must follow procedures for amending the charter capital.
- A two-member LLC must have a minimum of 2 members and a maximum of 50. If membership drops to 1, the company must convert to a one-member LLC. If membership exceeds 50, consider converting to a joint-stock company.
- If the legal representative ceases to be a member, a new legal representative must be elected, and procedures for changing the representative must be completed.
1. Is there a fee for changing the members of a limited liability company with two or more members?
Yes. The state fee is 500,000 VND, which includes:
- 200,000 VND for processing the dossier and issuing a new business registration certificate
- 300,000 VND for updating information on the National Portal
2. What are the procedures for changing members of a limited liability company?
The procedure varies depending on the reason for the change. Generally, a dossier including a notification and related documents is required.
3. Can I apply for a change of membership online?
Yes. Dossiers for changing members can be submitted through the National Enterprise Registration Portal.
4. How long does it take to change the members of a limited liability company with two or more members?
The process typically takes 3 to 5 working days after receiving a complete and valid application. With Anpha's service, it can be completed in 3 days.
5. When should I submit a dossier to change the number of members?
Submit a dossier when there are changes in capital, member information due to donation, inheritance, transfer, or other reasons affecting the membership.
If you need more information or support, please contact ADVN LAW for detailed advice.
- Address: F2&F3, No. 2 Phung Khac Khoan, Da Kao Ward, District 1, Ho Chi Minh City
- Phone: 0903.693.301 – 0909.393.329
- Email: vanphongluatsuadvn@gmail.com; advnlaw@gmail.com
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