How Does a Multi-Member LLC’s Members’ Council Decide on Bond Issuance?

Quick answer: The Members’ Council of a multi-member LLC decides on bond issuance within its competence under Article 55 of the Law on Enterprises 2020 (amended and supplemented by Law No. 76/2025/QH15); the company must comply with bond offering conditions under securities law and the law on corporate bond issuance.

How does the Members’ Council decide on bond issuance?

Under Article 55 of the Law on Enterprises 2020, the Members’ Council decides matters within its competence, including deciding on bond issuance (except where the company Charter provides otherwise). Resolutions and decisions of the Members’ Council are adopted when approved by the required voting shares under Article 59.

Conditions for corporate bond offerings

A multi-member LLC conducting a private bond offering must satisfy conditions under Decree No. 65/2022/ND-CP (amended by Decree No. 08/2023/ND-CP) on private placement and trading of corporate bonds, including conditions on the issuance plan, information disclosure, and bond purchasers.

Applicable legal basis

• Law on Enterprises 2020 (59/2020/QH14), amended by Law No. 76/2025/QH15: Articles 55 and 59 (outside the amendment scope of Law 76/2025).
• Decree No. 65/2022/ND-CP (amended by Decree No. 08/2023/ND-CP) on private placement of corporate bonds.

Note on Applying Current Legal Regulations

This article is part of the Legal Updates 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• Applying an outdated, amended, or replaced legal instrument.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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