Being given a capital contribution in a two-member limited liability company Can a limited liability company with two or more members set up a member registration book?

What is a limited liability company with two or more members?

According to the provisions of Clause 1, Article 46 of the Law on Enterprises 2020, a limited liability company with two or more members is defined as follows:

“1. A limited liability company with two or more members is an enterprise with from 02 to 50 members who are organizations and individuals. Members are responsible for the debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise, except for the case specified in Clause 4, Article 47 of this Law. Members’ capital contributions can only be transferred according to the provisions of Articles 51, 52 and 53 of this Law.”

What is a limited liability company member?

According to the provisions of Clause 29, Article 4 of the Enterprise Law 2014, members of a limited liability company are defined as follows:

“A company member is an individual or organization that owns part or all of the charter capital of a limited liability company or partnership.”

Accordingly, members of a limited liability company are individuals or organizations that own part or all of the charter capital of the limited liability company.

If I receive a capital contribution in a limited liability company with two or more members, can I become a member of the company?

Donations for capital contributions in limited liability companies are specified in Clause 6, Article 53 of the Law on Enterprises 2020, specifically as follows:

“In case a member donates part or all of his/her capital contribution in the company to another person, the recipient becomes a member of the company according to the following provisions:

a) If the recipient is an heir under the law according to the provisions of the Civil Code, this person is automatically a member of the company;

b) A recipient who is not subject to the provisions of Point a of this Clause will only become a member of the company when approved by the Board of Members.”

According to the above regulations, a person who is given a capital contribution in a limited liability company automatically becomes a member of the company if he/she falls into one of the following cases: wife, husband, father, mother, child, relative to the third line of inheritance of the member, specifically in the cases specified in Clause 1, Article 651 of the 2015 Civil Code.

In case the recipient does not fall into one of the cases of automatically becoming a member of the company according to the above regulations, he or she can only become a member of the company when approved by the Board of Members.

Thus, according to the information you have provided, your lover gave you the capital contribution in a limited liability company with two or more members. In this case, you are not an heir according to the law as mentioned above. Therefore, you are not automatically a member of the company. Therefore, you can only become a member of a limited liability company with two or more members when approved by the company’s Board of Members.

How to handle the case of being given a capital contribution but the company’s board of members does not approve it as a member?

The Law on Enterprises 2020 has specific regulations on the case of a person being given a capital contribution but not approved by the Board of Members to become a company member. Specifically, Point b, Clause 4, Article 53 of the Law on Enterprises 2020, stipulates:

“4. The capital contribution of a member is bought back or transferred by the company according to the provisions of Article 51 and Article 52 of this Law in the following cases:

a) The heir does not want to become a member;

b) The person who is donated according to the provisions of Clause 6 of this Article is not approved as a member by the Board of Members;

c) Company member is a dissolved or bankrupt organization.”

In case the company cannot buy back the capital contribution, according to Clause 4, Article 51 of the Law on Enterprises 2020:

“4. In case the company cannot pay the capital contribution required to be repurchased according to the provisions of Clause 3 of this Article, that member has the right to freely transfer his capital contribution to another member or person who is not a member of the company.”

Thus, according to the above regulations, if your lover gives you a capital contribution but the company’s Board of Members does not approve you to become a member of the company, you can request the company to buy back that capital contribution. In case the company cannot pay the capital contribution that you request to buy back, you can transfer it to other members or non-members of the company.