Is it possible to contribute capital to a limited liability company with two or more members using a house jointly owned by husband and wife?

What assets are used to contribute capital to a limited liability company?

Pursuant to Article 34 of the Law on Enterprises 2020, capital contribution assets are regulated as follows:

“1. Assets contributed as capital are Vietnam Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnam Dong.

2. Only individuals and organizations that are legal owners or have legal use rights to assets specified in Clause 1 of this Article have the right to use assets to contribute capital according to the provisions of law.”

Thus, the assets contributed to a limited liability company with two or more members must be one of the following assets: Vietnamese Dong, freely convertible foreign currency, gold, land use rights, intellectual property rights, technology, technical know-how, other assets that can be valued in Vietnamese Dong.

Note: According to Clause 2, Article 34 of the Law on Enterprises 2020, only individuals and organizations that are legal owners or have legal use rights to the above assets have the right to use that asset to contribute capital according to the provisions of law.

Conditions for housing to be used to contribute capital to a limited liability company?

According to the provisions of Clause 1, Article 118 of the 2014 Housing Law, the conditions for housing to be used to contribute capital are as follows:

– Have a Certificate as prescribed by law, except for the case specified in Clause 2 of this Article;

– Not subject to any disputes, complaints or lawsuits regarding ownership rights; currently in the housing ownership period in case of definite-term housing ownership;

– Not being distrained to execute a judgment or not being distrained to comply with a legally effective administrative decision of a competent state authority;

– Not subject to a land recovery decision or notice of house clearance or demolition by a competent authority;

Additionally:

According to the provisions of Article 126 of the Housing Law 2014, the purchase and sale of jointly owned houses is regulated as follows:

“1. The sale of a jointly owned house must have the consent of all owners; in case a joint owner does not agree to sell, the other joint owners have the right to request the Court to resolve it according to the provisions of law. The joint owners have the priority to buy, if the joint owners do not buy, the house will be sold to someone else.

In case there is a joint owner has been declared missing by the Court, the remaining joint owners have the right to sell the house; the value of the house ownership of the person declared missing will be handled according to the provisions of law.

2. In case the joint owner sells his/her share of ownership, the other joint owners have the right to buy within 30 days from the date of receipt of notice of the sale of the house ownership and the sale conditions. If there is no joint owner to buy, that part of the right will be sold to another person; in case of violation of the right of priority to buy, it will be handled according to the provisions of civil law.”

If contributing capital with a jointly owned house, it is necessary to have the consent of the joint owners to sign the capital contribution contract or have a document appoint a representative to sign the contract to contribute capital with the house;

– According to the provisions of Clause 1, Article 127 of the 2014 Housing Law, if contributing capital with rental housing, it is necessary to notify the lessee and they will continue to rent the house until the contract expires or otherwise agreed.

Thus, housing used to contribute capital to a limited liability company must meet the above conditions.

Is it possible to contribute capital to a limited liability company with two or more members using a house jointly owned by husband and wife?

Pursuant to Article 36 of the Marriage & Family Law 2014, regulations on common property put into business are as follows:

“In case husband and wife have an agreement that one party puts common property into business, this person has the right to personally carry out transactions related to that common property. This agreement must be made in writing.”

Accordingly, according to the information you have provided, the house that you intend to use to contribute capital to a limited liability company with two or more members is an asset owned jointly by husband and wife. Therefore, in this case, in addition to meeting the conditions for the house to be used for capital contribution as mentioned above, you need to have a written agreement between the couple for you to contribute the above house as capital to a limited liability company with two or more members.

Thus, you can use a house jointly owned by husband and wife as an asset to contribute capital to a limited liability company with two or more members when meeting the above conditions.