Contributing Capital to a Multi-Member LLC with a Marital Jointly-Owned House

What assets may be used to contribute capital to a limited liability company?

Under Article 34 of the Law on Enterprises 2020, capital-contributing assets are prescribed as follows:

“1. Capital-contributing assets are Vietnamese dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technologies, technical know-how, and other assets valuable in Vietnamese dong.

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2. Only individuals and organizations that are lawful owners or have lawful use rights of the assets prescribed in Clause 1 of this Article have the right to use such assets to contribute capital as prescribed by law.”

Thus, assets contributed to a multi-member limited liability company must be one of the following: Vietnamese dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technologies, technical know-how, and other assets valuable in Vietnamese dong.

Note: Under Clause 2 of Article 34 of the Law on Enterprises 2020, only individuals and organizations that are lawful owners or have lawful use rights of the above assets have the right to use such assets to contribute capital as prescribed by law.

What are the conditions for a house to be used to contribute capital to a limited liability company?

Under the Law on Housing 2023 (No. 27/2023/QH15, effective from August 1, 2024, replacing the Law on Housing 2014) and its implementing guidance documents, a house used to contribute capital must satisfy the following conditions:

– Having a Certificate of land use rights, house ownership and other assets attached to land as prescribed by law;
– Not being subject to disputes, complaints or lawsuits over ownership; being within the house ownership term for the case of term-limited house ownership;
– Not being seized for judgment enforcement or for compliance with legally effective administrative decisions of competent state authorities;
– Not being subject to a land recovery decision, or a notice of site clearance or house demolition by a competent authority.

In addition, note some special cases:

– Jointly-owned house: contributing capital with a jointly-owned house requires the consent of all co-owners; the co-owners jointly sign the capital contribution contract or appoint a representative to sign the contract under a written authorization;
– House currently leased out: when contributing capital with a house currently leased out, the contributing party must notify the lessee; the lessee may continue leasing the house until the end of the contract term or under another agreement between the parties.

Thus, a house used to contribute capital to a limited liability company must fully satisfy the above conditions.

May a jointly-owned house of a married couple be used to contribute capital to a multi-member limited liability company?

Under Article 36 of the Law on Marriage and Family 2014, on common property put into business as follows:

“Where the spouses have an agreement that one party puts common property into business, such person has the right to independently carry out transactions relating to such common property. This agreement must be made in writing.”

Accordingly, as the information you provided, the house you intend to use to contribute capital to the multi-member limited liability company is jointly-owned property of the married couple. Therefore, in this case, in addition to satisfying the conditions for a house to be used to contribute capital as mentioned above, you need a written agreement between the spouses on allowing you to put the above house into the multi-member limited liability company as capital contribution.

Thus, you may use the jointly-owned house of the married couple as capital-contributing assets to a multi-member limited liability company when satisfying the above conditions.