Withdrawing Capital from a Partnership or Single-Member LLC

Quick answer: Possible, with approval. A general partner withdrawing capital from the company must obtain the approval of the Members’ Council of the partnership company (Clause 1, Article 185 of the Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15).

General Partner Withdrawing Capital from a Partnership Company

Under Clause 1, Article 185 of the Law on Enterprises 2020, a general partner withdrawing capital from the company must obtain the approval of the Members’ Council. This approval ensures the partnership company still meets the minimum member requirement and remains able to pay its obligations when a member withdraws capital.

How Is Capital Withdrawn from a Single-Member LLC?

Under Article 87 of the Law on Enterprises 2020, the owner of a single-member LLC may withdraw capital only by transferring part or all of the charter capital to another organization or individual; a partial withdrawal of charter capital requires registration of the change of charter capital and the corresponding enterprise type.

Must a Partnership Register Changes upon Capital Withdrawal?

Yes. Once the Members’ Council approves a general partner’s capital withdrawal, the partnership company must register the change of enterprise registration contents (company members, charter capital) with the provincial Business Registration Authority under Decree 168/2025/ND-CP.

Applicable Legal Basis

• Law on Enterprises 2020 (59/2020/QH14), amended by Law 76/2025/QH15: Articles 87 and 185 (outside the amending scope of Law 76/2025).
• Decree 168/2025/ND-CP on enterprise registration (change registration procedures).

Notes on Applying Current Legal Regulations

This article falls under Corporate & M&A Knowledge and is presented for reference, helping readers understand the legal issue at an overview level before preparing dossiers or carrying out transactions.

Legal regulations may change over time and vary by locality, dossier type and specific circumstances. To determine the exact legal basis applicable to your case, please contact an ANT Legal lawyer at 0966.475.966 for verification and advice before proceeding.

Common Risks to Note

• Applying a legal document that has been amended, supplemented or replaced.
• Preparing incomplete dossiers, documents or evidence.
• Misunderstanding the conditions, procedures, time limits or competent authority.
• Signing, filing dossiers or transacting without fully assessing legal risks.

How Can ANT Legal Help?

ANT Legal assists in reviewing specific situations, checking dossiers, determining the applicable legal basis, advising on handling options, and representing clients before individuals, organizations or competent authorities when needed.

For prompt consultation, please contact our lawyers at 0966.475.966.

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