Can Members of a Multi-Member LLC Withdraw Capital?

Quick answer: No. Members of the Members’ Council may not withdraw capital from a multi-member LLC in any form; they may only transfer part or all of their capital contributions to others under Articles 51, 52, and 53 of the Law on Enterprises 2020 (amended and supplemented by Law No. 76/2025/QH15).

May members withdraw capital from an LLC?

Under the Law on Enterprises 2020, members of a multi-member LLC do not have the right to directly withdraw capital from the company. Capital withdrawal is only carried out indirectly through transferring capital contributions to other members or to non-members.

How is a capital contribution transfer carried out?

Under Article 52 of the Law on Enterprises 2020, a member wishing to transfer part or all of their capital contribution must offer it to the remaining members in proportion to their respective capital contributions in the company on the same offering terms. Only when the remaining members do not purchase, or do not purchase in full, within 30 days from the offering date may the contribution be transferred to a non-member.

When the company repurchases the capital contribution

Under Article 51 of the Law on Enterprises 2020, a member has the right to require the company to repurchase their capital contribution in cases where they voted against resolutions or decisions of the Members’ Council on the company’s reorganization or changes to members’ rights and obligations. The company must repurchase at market price or an agreed price within 90 days.

Applicable legal basis

• Law on Enterprises 2020 (59/2020/QH14), amended by Law No. 76/2025/QH15: Articles 51, 52, and 53 (outside the amendment scope of Law 76/2025).

Note on Applying Current Legal Regulations

This article is part of the Business & M&A Knowledge series and is presented for reference purposes, helping readers understand the legal issue at a general level before preparing documents or entering into transactions.

Legal regulations may change depending on timing, locality, document type, and specific circumstances. If you need to determine the exact legal basis applicable to your file, please contact ANT Legal’s lawyers at 0966.475.966 for verification and advice before proceeding.

Common Risks to Note

• Applying an outdated, amended, or replaced legal instrument.
• Preparing incomplete dossiers, documents, or evidence.
• Misunderstanding the conditions, procedures, time limits, or competent authorities.
• Signing, filing, or entering into transactions without fully assessing legal risks.

How Can ANT Legal Help?

ANT Legal supports reviewing specific situations, checking dossiers, identifying the applicable legal basis, advising on handling options, and representing clients in dealings with individuals, organizations, or competent authorities when necessary.

For prompt advice, please contact our lawyers at 0966.475.966.

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