If a member of a limited liability company with two or more members disagrees with the decision to reorganize the company, can they request the CT to buy back their capital contribution?

The right to request the company to buy back its capital contribution is stipulated in Clause 1 of Article 51 Law on Enterprises 2020 is as follows:

Repurchasing capital contributions
1. A member has the right to request the company to buy back his/her capital contribution if that member has voted against the resolutions and decisions of the Board of Members on the following issues:
a) Amending and supplementing contents in the Company’s Charter related to the rights and obligations of members and the Board of Members;
b) Reorganizing the company company;
c) Other cases as prescribed in the company’s Charter.
2. The request to buy back the capital contribution must be in writing and sent to the company within 15 days from the date of passing the resolution or decision specified in Clause 1 of this Article.

Thus, in case a member of a limited liability company with two or more members has voted against the resolution or decision of the Board of Members on reorganization of the company, he/she has the right to request the company to buy back his/her capital contribution.

How long does it take for a limited liability company with two or more members to repurchase the capital contributions of company members?

The time limit for repurchasing the capital contributions of company members is specified in Clause 3, Article 51 of the Law on Enterprises 2020 as follows:

Repurchasing capital contributions from company members contribute
…
3. Within 15 days from the date of receiving the member’s request specified in Clause 1 of this Article, the company must buy back that member’s capital contribution at the market price or the price determined according to the principles specified in the company’s Charter, unless the two parties can agree on the price. Payment will only be made if, after fully paying for the repurchased capital contribution, the company still pays all debts and other property obligations.
4. In case the company cannot pay the capital contribution required to be repurchased according to the provisions of Clause 3 of this Article, that member has the right to freely transfer his capital contribution to another member or person who is not a member of the company.
Thus, according to regulations, within 15 days from the date of receiving a request from a company member, a limited liability company with two or more members must buy back that member’s capital contribution at the market price or the price determined according to the principles specified in the company’s charter, unless the two parties can agree on the price.

Note: Payment will only be made if, after fully paying for the acquired capital contribution, the company still pays all debts and other property obligations.

In case a member donates part of his/her capital contribution in the company to another person, how should it be handled?

In case a member donates part of his/her capital contribution, it is stipulated in Clause 6, Article 53 of the Law on Enterprises 2020 as follows:

Handling capital contributions in some special cases
…
6. In case a member donates part or all of his/her capital contribution in the company to another person, the recipient becomes a member of the company according to the following regulations:
a) If the recipient is an heir under the law according to the provisions of the Civil Code, this person is automatically a member of the company;
b) A recipient who is not subject to the provisions of Point a of this Clause will only become a member of the company when approved by the Board of Members.
7. In case a member uses capital contribution to repay debt, the payment recipient has the right to use that capital contribution in one of the following two forms:
a) Become a member of the company if approved by the Board of Members;
b) Offer to sell and transfer that capital contribution according to the provisions of Article 52 of this Law.Thus, according to regulations, in case a member donates a portion of his or her capital contribution in the company to another person, the recipient becomes a member of the company, specifically:

(1) If the recipient is an heir under the law according to the provisions of the 2015 Civil Code, this person is automatically a member of the company;

(2) If the donor is not an heir under the law, this person can only become a member of the limited liability company when approved by the Board of Members.