DOCUMENTS AND PROCEDURES FOR REGISTRATION OF CHANGE IN MEMBERS OF A LIMITED LIABILITY COMPANY WITH TWO OR MORE MEMBERS PROFILE COMPONENTS Standard enterprise [...]
Dossiers, ORDER, PROCEDURES FOR REGISTRATION TO CHANGE MEMBER
LIMITED LIABILITY COMPANY WITH TWO OR MORE MEMBERS
The enterprise prepares 01 set of documents according to the provisions of Enterprise Law No. 59/2020/QH14 dated June 17, 2020; Article 52 of Decree No. 01/2021/ND-CP dated January 4, 2021 of the Government, the form is prescribed in Circular No. 01/2021/TT-BKHDT dated March 16, 2021 of the Ministry of Planning and Investment, specifically:
| I | In case of accepting new members leading to an increase in the company's charter capital | |
| 1 | Notification of change in business registration content signed by the legal representative of the business according to form Appendix II-1 Circular No. 01/2021/TT-BKHDT | Appendix II-1 |
| 2 | List of members of limited liability companies with two or more members. The list of members must include the signatures of new members and members whose capital contributions have changed; it is not required to have the signatures of members whose capital contributions have not changed; | Appendix I-6 |
| 3 | Resolutions, decisions and copies of minutes of meetings of the Board of Members on accepting new members;
(Reference form of Business Registration Office) |
Minutes of changes to LLC-2TV LLC |
| 4 | Documents confirming the capital contribution of new members of the company; | |
| 5 | Copies of legal documents of new members:
– If the new member is an individual: copy of the individual's legal documents – If the new member is an organization: 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. For members that are foreign organizations, copies of the organization's legal documents must be consularly legalized |
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| 6 | Document of the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, economic organizations with foreign investment capital in cases where capital contribution registration procedures, stock purchase, capital contribution purchase must be carried out according to the provisions of the Investment Law. | |
| II | In case of member change due to capital contribution transfer | |
| 1 | Notification of change in business registration content signed by the legal representative of the business according to form Appendix II-1 Circular No. 01/2021/TT-BKHDT | Appendix II-1 |
| 2 | List of members of limited liability companies with two or more members. The list of members must include the signatures of new members and members whose capital contributions have changed; it is not required to have the signatures of members whose capital contributions have not changed; | Appendix I-6 |
| 3 | Transfer contract or documents proving completion of transfer; | |
| 4 | Copies of legal documents of new members:
– If the new member is an individual: copy of the individual's legal documents – If the new member is an organization: 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. For members that are foreign organizations, copies of the organization's legal documents must be consularly legalized |
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| 5 | Document of the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, economic organizations with foreign investment capital in cases where capital contribution registration procedures, stock purchase, capital contribution purchase must be carried out according to the provisions of the Investment Law. | |
| III | In case of member change due to inheritance | |
| 1 | Notification of change in business registration content signed by the legal representative of the business according to form Appendix II-1 Circular No. 01/2021/TT-BKHDT | Appendix II-1 |
| 2 | List of members of limited liability companies with two or more members. The list of members must include the signatures of new members and members whose capital contributions have changed; it is not required to have the signatures of members whose capital contributions have not changed; | Appendix I-6 |
| 3 | Copy of document certifying the heir's legal inheritance rights; | |
| 4 | Copies of legal documents of new members:
– If the new member is an individual: copy of the individual's legal documents – If the new member is an organization: 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. For members that are foreign organizations, copies of the organization's legal documents must be consularly legalized |
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| IV | In case of registration to change members due to a member not making capital contribution commitments as prescribed in Article 47 of the Enterprise Law | |
| Notification of change in business registration content signed by the legal representative of the business according to form Appendix II-1 Circular No. 01/2021/TT-BKHDT; | Appendix II-1 | |
| List of remaining members of the company. The list of members must include the signature of the member whose capital contribution has changed; it is not required to have the signature of the member whose capital contribution has not changed; | Appendix I-6 | |
| Resolutions, decisions and copies of minutes of meetings of the Board of Members on changing members due to non-fulfillment of capital contribution commitments. | ||
| V | In case of member change due to donation of capital contribution | |
| In case the person receiving the capital contribution belongs to the subjects specified in Point a, Clause 6, Article 53 of the Law on Enterprises, the business registration dossier includes documents as instructed in section II, in which the transfer contract or documents proving the completion of the transfer are replaced by the capital contribution donation contract | ||
| In case the person receiving the capital contribution belongs to the subjects specified in Point b, Clause 6, Article 53 of the Law on Enterprises, the business registration dossier includes documents as instructed in section I, in which, the documents confirming the capital contribution of the new member of the company are replaced by the capital contribution donation contract. | ||
| EN | Register to change members in case members use capital contributions to repay debt | |
| In case the company registers a change of members due to the member using the capital contribution to pay debt and the payment recipient is approved by the Board of Members to become a member of the company according to the provisions of Point a, Clause 7, Article 53 of the Law on Enterprises, the business registration dossier includes documents as guided in section I, in which, 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. capital contribution to repay debt; | ||
| In case a company registers a change of members because a member uses capital contribution to repay debt and the payment recipient uses that capital contribution to offer for sale and transfer to others according to the provisions of Point b, Clause 7, Article 53 of the Law on Enterprises, the business registration dossier includes documents as guided in section II, accompanied by a loan contract and documents showing the use of capital contribution to repay debt. | ||
| VII | In case of changing members according to a decision on division, separation, merger, or consolidation of the company, the business registration dossier includes documents according to the instructions in section I, in which, documents confirming the capital contribution of new members of the company are replaced by resolutions, decisions on division of the company, resolutions, decisions on separation of the company, and documents specified in Points a and b, Clause 3, Article 25 of the Decree. 01/2021/ND-CP, documents specified in Points a, b, c Clause 2 Article 61 Article 25 Decree 01/2021/ND-CP. Resolutions and decisions on division, separation, consolidation and merger of the company must show the content of transferring capital contributions in the company to new members. |
* Individual legal documents (specified in Article 11 of Decree No. 01/2021/ND-CP):
– Vietnamese citizens: Identity card/Citizen identification card., valid passport
– Foreigners: Valid passport
* Documents in foreign languages must be accompanied by notarized Vietnamese translations (stipulated in Article 10 of Decree No. 01/2021/ND-CP)
* In case the person competent to sign the document requesting business registration authorizes another organization or individual to carry out business registration procedures (stipulated in Article 12 of Decree No. 01/2021/ND-CP), the application must be submitted with:
– Copy of legal documents of the individual authorized person
– Authorization document for an individual to carry out procedures related to business registration (notarization or authentication is not required).
– Copy of the service provision contract with the service organization performing procedures related to business registration.
– Referral letter from that organization to the individual directly carrying out procedures related to business registration and a copy of the individual's legal documents for the referred person.
Step 1: Prepare documents according to regulations
Step 2: Submit application
* To effectively apply the Government's regulations on carrying out administrative procedures in the electronic environment in Decree No. 45/2020/ND-CP dated April 8, 2020, as well as create further conditions for people and businesses, increase transparency in handling administrative procedures, save costs and time for both people, businesses and business registration agencies, the Registration Office Business encourages people and businesses to carry out business registration procedures in the electronic network environment.
– Submitting documents online: Competent person or authorized person uses Public Digital Signature or Business Registration Account to register a business electronically (stipulated in Article 42 of Decree No. 01/2021/ND-CP).
See instructions and follow instructions https://dangkyquamang.dkkd.gov.vn/
– When receiving dossiers, the Business Registration Office is responsible for reviewing and sending notices via electronic network to the enterprise to request amendments and supplements to the dossiers in case the dossiers are not valid. When the application is eligible for issuance of a Business Registration Certificate, the Business Registration Office notifies the enterprise electronically about the issuance of a Business Registration Certificate.
Step 3: Get results
After receiving notice of issuance of the Business Registration Certificate via electronic network, the business founder or authorized person receives the results.
– In case of receiving results directly: Competent person or authorized person receives results at the Department of receiving documents and returning business registration results at Hai Phong Department of Finance, No. 1 Dinh Tien Hoang, Minh Khai ward, Hong Bang district.
(When coming to receive results, the business founder or authorized person brings personal legal documents or notarized copies of personal legal documents)
– In case of receiving results via public postal service: To receive results via public postal service, the applicant must attach a Request to receive results via public postal service when submitting the application electronically. The Business Registration Office will return the results to the recipient at the address stated in the Request to Receive Results via Public Postal Service.
* Fees:
Electronic registration documents are exempt from fees according to regulations in Circular No. 130/2017/TT-BTC of the Ministry of Finance
Procedures
