Committed to contributing capital with land use rights to a LLC with 2 or more members but want to change to capital contribution in cash?

Committed to contributing capital with land use rights to a limited liability company with 2 or more members, but want to change to capital contribution in cash?

It is true that a member of a limited liability company with 2 or more members has committed to contribute capital with land use rights to the company. but want to change to capital contribution in money, according to the provisions of Clause 2, Article 47 of the Law on Enterprises 2020 as follows:

Contribute capital to establish a company and issue a certificate of capital contribution

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2. Members must contribute capital to the company in full and with the right type of assets as committed when registering to establish a business within 90 days from the date of issuance of the Business Registration Certificate, excluding the time of transporting and importing assets to contribute capital, and carrying out administrative procedures to transfer asset ownership. During this period, members have rights and obligations corresponding to the committed capital contribution ratio. Company members can only contribute capital to the company with assets other than the committed assets if approved by more than 50% of the remaining members.

Accordingly, members of a LLC with 2 or more members can contribute capital to the company with assets other than the committed assets if approved by more than 50% of the remaining members.

Therefore, for your question, you have committed to contributing capital with land use rights to a LLC with 2 or more members. Now you can change to contributing capital in cash if approved by more than 50% of the remaining members.

When a member has not fully contributed the committed capital, when must a limited liability company with 2 or more members register to change its charter capital?

The time limit for a LLC with 2 or more members to register to change charter capital when a member has not fully contributed the committed capital is specified in Clause 4, Article 47 of the 2020 Enterprise Law as follows:

Contribute capital to establish a company and issue a certificate of capital contribution

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4. In case there are members who have not contributed capital or have not contributed the full amount of capital as committed, the company must register to change the charter capital, with the capital contribution ratio of the members equal to the amount of capital contributed within 30 days from the last day on which the capital contribution must be fully contributed as prescribed in Clause 2 of this Article. Members who have not yet contributed capital or have not contributed the full amount of committed capital must be responsible in proportion to the committed capital contribution ratio for the company’s financial obligations arising during the period before the date the company registers to change its charter capital and the member’s capital contribution ratio.

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According to regulations, members of LLCs with 2 or more members must contribute capital to the company in full and with the right type of assets as committed when registering to establish a business within 90 days from the date of issuance of the Business Registration Certificate.

And when a member has not fully contributed the committed capital, the limited liability company with 2 or more members must register to change the charter capital, the capital contribution ratio of the members is equal to the amount of capital contributed within 30 days from the last day on which the capital contribution must be fully contributed.

When must a LLC with 2 or more members establish a Member Registration Book?

The time when a LLC with 2 or more members must establish a Member Registration Book is specified in Article 48 of the 2020 Enterprise Law as follows:

Member registration book

1. The company must prepare a member registration book immediately after being granted the Business Registration Certificate. The member registration book can be a paper document or an electronic data collection that records ownership information of capital contributions of company members.

2. The member registration book must include the following main contents:

a) Name, business code, company headquarters address;

b) Full name, contact address, nationality, legal document number of the individual for individual members; name, business code or legal document number of the organization, head office address for members who are organizations;

c) Capital contribution, ratio of contributed capital, time of capital contribution, type of contributed assets, quantity, value of each type of contributed assets of each member;

d) Signature of individual members, legal representative of organizational members; organization;

d) Number and date of issuance of certificate of capital contribution of each member.

3. The company must promptly update member changes in the member register at the request of the relevant member according to the provisions of the company’s Charter.

4. The membership register is kept at the company’s headquarters.

Thus, LLCs with 2 or more members must establish a Member Registration Book immediately after being granted a Business Registration Certificate.