Changing capital contributing members in a limited liability company with two or more members is one of the problems that arise when establishing a company. ANT Legal Provides guidance on regulations on order, legal procedures and notes that a business needs to know for reference when encountering this problem.

Cases of changing capital contributing members in LLCs with two or more members

For procedures to change the list of capital contributing members for LLCs with two or more members, changing capital contributing members is divided into the following 5 cases:

• Accepting new members to the company;
• Transfer of part or all of the capital contribution to another individual or organization;
• In case of changing members due to inheritance;
• There are members who do not fulfill their obligations regarding the capital contribution period and capital contribution contribute;
• Member donates capital contribution.

Procedures to change capital contributing members in LLCs with two or more members:

Step 1: Register to change the business registration certificate with the Department of Planning and Investment

Dossier components:

Notice of change of capital contributing members;
Transfer contract or documents proving the completion of the transfer;
A valid copy of the establishment decision or Business Registration Certificate or other equivalent documents;
A valid copy of one of the personal identification documents: citizen identification card, ID card or valid passport.
Number of records: 01 set

How to apply:

Enterprises submit online applications through the national business registration portal:

Submitted at: https://dangkyquamang.dkkd.gov.vn/auth/default.aspx

Within 03 working days, the Department of Planning and Investment will review the validity of the application:

After the online registration application is approved, the applicant prepares the following documents and submits them to the 1-stop department of the Department of Planning and Investment (in case of submitting the application using a public digital signature account, there is no need to resubmit the paper application):

• 01 set of application components as mentioned above;
• 01 notice of approval to submit online application;
• 02 Receipt of online application submission;
• ID copy of the applicant + original for comparison.

After that, the Department of Planning and Investment will confirm the documents and return the results.

State fees: Free registration + 100,000 change announcement fee.

Step 2: Declare and pay taxes:

Time to submit tax declaration:

For personal income tax:
If private individual declares: 10 days before the effective date of the capital transfer contract
If the Enterprise declares on behalf of: Before the time of procedures to change the business registration certificate.
For corporate income tax:
The 10th day from the date the competent authority approves the capital transfer.
Profile element:

In case of paying personal income tax:

If you are an individual, declare directly to the tax authority:
Capital transfer personal income tax declaration Form 04/CNV-TNCN (issued together with Circular 92/2015/TT-BTC)
If the enterprise declares on behalf of:
Personal income tax declaration from capital transfer Form 06/TNCN (issued together with Circular 92/2015/TT-BTC);
Copy of the transfer contract with documents proving the completion of the transfer;
Copy of business registration certificate;
Copy of personal identification documents of the transferee;
Copy of transferor’s capital contribution certificate.
In case of paying corporate income tax:

Corporate income tax declaration on capital transfer Form No. 05/TNDN (issued together with Circular 156/2013/TT-BTC);
Copy of the transfer contract with documents proving the completion of the transfer;
Copy of the decision approving the capital transfer from the competent authority;
Copy of capital contribution certificate;
Original documents of expenses.
Place of submission: Tax authority directly managing the enterprise.

Notes after changing members:

In case a change in members reduces the number of members to one (01) member, the company must change its type to a single-member LLC;
When changing members, the number of members is greater than 50, the company needs to change to the form of a joint stock company;
Declare and pay personal income tax if the transferee is an individual or corporate income tax if the transferee is an enterprise.

ANT Legal capital contribution member change service:

• Consulting on necessary documents in the application;
• Collect and check necessary information and documents;
• Representing customers to authenticate related documents;
• Draft documents, documents, and forms for decisions to change company owners according to regulations;
• Representing customers to submit applications at the Department of Planning and Investment;
• Representing customers to pay necessary fees for owner change activities;
• Customer representative receives registration results at the Department of Planning and Investment.

ANT Legalalways proud to be a service providing companyConsulting legal solutions for businesses. With that experience, we are confident in providing serviceschange capital contributing members.