Template for Registering Changes to Capital Contribution Ratios in a Trading-Service LLC

When a member of a trading-service LLC has not fully contributed capital, within what time limit must the company register changes to the capital contribution ratios?

The time limit for a trading-service LLC to register changes to the capital contribution ratios when a member has not fully contributed capital is prescribed in Clause 4, Article 47 of the Law on Enterprises 2020 as follows:

Capital contribution for company establishment and issuance of capital contribution certificates

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1. The charter capital of a limited liability company with two or more members upon enterprise establishment registration is the total value of the capital contributions committed by the members and stated in the company Charter.

2. Members must contribute capital to the company fully and in the committed asset types upon enterprise establishment registration within 90 days from the date of issuance of the Enterprise Registration Certificate, excluding the time for transporting or importing contributed assets and carrying out administrative procedures for transferring asset ownership. Within this period, members have rights and obligations corresponding to the committed capital contribution ratios. Members may only contribute capital to the company in asset types different from the committed ones with the approval of more than 50% of the remaining members.

3. After the time limit prescribed in Clause 2 of this Article, where members have not contributed or have not fully contributed the committed capital, the following shall apply:

a) Members who have not contributed capital as committed shall automatically cease to be members of the company;

b) Members who have not fully contributed the committed capital shall have rights corresponding to the contributed capital;

c) The uncontributed capital of members shall be offered for sale under the resolution or decision of the Members’ Council.

4. Where members have not contributed or have not fully contributed the committed capital, the company must register changes to the charter capital and the capital contribution ratios of members by the contributed capital within 30 days from the last day for full contribution of capital as prescribed in Clause 2 of this Article. Members who have not contributed or have not fully contributed the committed capital shall be liable corresponding to their committed capital contribution ratios for the company’s financial obligations arising before the date the company registers changes to the charter capital and the capital contribution ratios of members.

Under the above regulations, members of a trading-service LLC must contribute capital to the company fully and in the committed asset types upon enterprise establishment registration within 90 days from the date of issuance of the Enterprise Registration Certificate.

Where a member of a trading-service LLC has not fully contributed the committed capital, the company must register changes to the charter capital and the capital contribution ratios of members by the contributed capital within 30 days from the last day for full contribution of capital as prescribed.

What is the latest template for registering changes to capital contribution ratios in a trading-service LLC?

The latest template for registering changes to capital contribution ratios in a trading-service LLC is prescribed in Appendix II-1 issued with Decree 168/2025/ND-CP.

What does the dossier for registering changes to capital contribution ratios in a trading-service LLC comprise?

Pursuant to Clause 2, Article 51 of Decree 168/2025/ND-CP, the dossier for registering changes to capital contribution ratios in a trading-service LLC comprises the following documents:

(1) The notice of changes to enterprise registration contents signed by the legal representative of the enterprise.

(2) The list of members of the limited liability company with two or more members. The lists must include the signatures of members whose capital contributions have changed; signatures of members whose capital contributions have not changed are not mandatory.

(3) The transfer contract or documents proving completion of the transfer in case of capital contribution transfer; the donation contract in case of donation of capital contributions.

(4) The document of the Investment Registration Authority approving the capital contribution, share purchase or capital contribution portion purchase by foreign investors or foreign-invested economic organizations, in cases subject to the capital contribution, share purchase or capital contribution portion purchase registration procedures under the Law on Investment.