Must a Multi-Member LLC Prepare a Members’ Register? When?

Short answer: Yes, mandatory. A multi-member limited liability company must prepare and keep a members’ register at the company’s head office (Article 48 of the Law on Enterprises 2020). The register must be updated promptly whenever there is a change in members or capital contributions — it is an important legal basis for determining membership status and capital contribution ratios in case of disputes.

Legal basis

• Article 48 of the Law on Enterprises 2020 — members’ register.

Mandatory contents of the members’ register

• Company name, enterprise code, head office address;
• Full name, contact address, nationality and legal documents of individual members; name, enterprise code and head office address of organizational members;
• Capital contribution, contribution ratio and timing of contribution of each member;
• Number and issuance date of each member’s Capital Contribution Certificate;
• Signature of the company’s legal representative.

Keeping and updating

• The members’ register is kept at the head office of the company;
• The company must promptly update it upon changes in members, transfers, or increases/decreases in capital contributions;
• Members and company managers have the right to look up and extract the members’ register.

Consequences of failure to prepare or incorrect entries

• Breaching the obligation to prepare and keep the members’ register may be subject to administrative sanctions in the enterprise registration sector;
• In disputes over membership status or contribution ratios: the members’ register is important evidence together with the Capital Contribution Certificate and the company charter;
• Inaccurate entries may lead to prolonged internal disputes affecting the company’s operations.

If you need to determine the option best suited to your specific situation, you should discuss it with a lawyer in advance for dossier review and advice on the handling plan.

For quick advice, you may contact a lawyer at 0966.475.966.

Related articles

• Increasing and decreasing charter capital of a multi-member LLC
• Transfer of capital contributions in a 2-member LLC
• The legal representative of an enterprise