Guide to Changing Capital-Contributing Members of a Multi-Member LLC

Short answer: Changing the capital-contributing members of an LLC with two or more members is done by transferring contributed capital: the transferring member must offer it to the remaining members first (pre-emptive purchase right); transfer to an outsider is allowed only when the remaining members do not purchase or do not fully purchase. After the transfer, the company must notify the change in the member list and register the change (if it changes the charter capital or the number of members). An individual transferring contributed capital must declare and pay personal income tax. Legal basis: Article 52 of the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15); Decree No. 168/2025/ND-CP.

Legal basis

• The Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — Article 52 (transfer of contributed capital);
• Decree No. 168/2025/ND-CP on enterprise registration — procedures for notifying member changes.

Steps for transferring contributed capital

Step 1. Offer to the remaining members (pre-emptive right)

A member wishing to transfer must offer their contributed capital to the remaining members in proportion to their contributed capital, on the same terms as offered to outsiders (price, payment method…). The time limit for the remaining members to respond follows the charter/statutory provisions.

Step 2. Transfer to an outsider (if permitted)

Transfer to a non-member is allowed only when:

• The remaining members do not purchase or do not fully purchase; or
• The Members’ Council does not approve the repurchase of the contributed capital (where the member requests the company to repurchase).

Step 3. Sign the transfer contract

• The contributed capital transfer contract clearly states: transferor, transferee; the contributed capital transferred; transfer price; payment method; time of transfer of ownership;
• Where the transferor is an individual: declare and pay personal income tax on the capital transfer.

Step 4. Internal updates and change registration

• Update the member register;
• Notify the change in the member list to the Business Registration Office;
• If the transfer changes the charter capital (e.g., the company repurchases the contributed capital), register the charter capital change.

Where a member requests the company to repurchase the contributed capital

• A member may request the company to repurchase their contributed capital when: they voted against the Members’ Council’s decision on reorganizing the company, changing members’ rights and obligations…;
• The request must be sent in writing within the statutory time limit from the date the decision is adopted;
• The company must repurchase at market price or at the price under the principles in the charter; then decrease the charter capital accordingly.

Notes on personal income tax

• An individual transferring contributed capital: taxable income = transfer price − purchase price − related costs;
• Declare and pay tax as prescribed; the company is responsible for withholding and declaring on behalf in some cases;
• Transfers without consideration (donations): tax obligations may still arise — a specific assessment is needed.

Frequently asked questions

Can I transfer to an outsider immediately without an internal offer?

That is not the proper order — a transfer violating the remaining members’ pre-emptive purchase right may be challenged and the transaction annulled.

May remaining members purchase at a price different from the outsider offer?

No — the offer must be on the same terms (price, payment method) as offered to outsiders.

What if all of one member’s capital is transferred to the remaining member?

The company is left with 01 member → it must register a conversion into a single-member LLC.

Notes on applying current regulations

Disputes over contributed capital transfers are the most common internal disputes in LLCs — usually caused by failure to respect the pre-emptive purchase right or non-transparent transfer prices. The charter should detail the order, time limits, and price determination method. Contact an ANT Legal lawyer at 0966.475.966 for advice.

Common risks to note

• Skipping the remaining members’ pre-emptive purchase right;
• A sketchy transfer contract lacking clauses;
• Failure to declare and pay personal income tax;
• Failure to update the member register or notify the change.

How ANT Legal can help

ANT Legal advises on the contributed capital transfer order, drafts transfer contracts; carries out the member-change notification procedure; advises on personal income tax. For prompt advice, please contact a lawyer at 0966.475.966.

Related articles

• Procedures for changing the owner of a single-member LLC
• Changing the legal representative of a single-member LLC
• Changing the legal representative of a two-member LLC
• Procedures for registering a change in charter capital of a single-member LLC
• Dossier and procedures for establishing a single-member LLC in Vietnam