Tiếng Việt
中文A limited partner of a partnership may dispose of their capital contribution by: leaving it as inheritance, giving it as a gift, mortgaging, pledging it, and other forms under the law and the company charter; and may transfer the capital contribution to others (Points d and e, Clause 1, Article 187 of the Law on Enterprises 2020). Where a limited partner dies, the heir replaces them as a limited partner of the company.
1. In what forms may a limited partner dispose of their capital contribution?
Point e, Clause 1, Article 187 of the Law on Enterprises 2020:
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“e) To dispose of their capital contribution by leaving it as inheritance, giving it as a gift, mortgaging, pledging it, and other forms under the law and the company charter; upon death, the heir replaces the deceased member as a limited partner of the company;”
In addition, Point d, Clause 1, Article 187 allows a limited partner to transfer their capital contribution in the company to others. Unlike a general partner (whose transfer requires the consent of the remaining general partners), a limited partner bears only limited liability, so the law permits freer disposal.
2. Other important rights of limited partners
Clause 1, Article 187 of the Law on Enterprises 2020:
– To participate in meetings, discuss and vote on amendments to the charter, the rights and obligations of limited partners, and the reorganization or dissolution of the company;
– To receive annual profit distributions in proportion to their capital contribution;
– To be provided with annual financial statements; to request truthful information on business operations; to inspect accounting books, contracts, dossiers and documents of the company;
– To conduct, in their own name or in another’s name, the business lines of the company (not prohibited as for general partners).
3. Corresponding obligations
A limited partner is liable for the company’s debts and other property obligations within the scope of their committed capital contribution; may not participate in managing the company; and may not conduct business in the company’s name. When disposing of the capital contribution (particularly by mortgage or pledge), they should check whether the company charter imposes any restrictions and carry out enterprise registration changes when membership changes.
Notes on applying current legal provisions
Mortgages and pledges of capital contributions should be made in writing and registered as secured transactions as prescribed to protect the secured party’s rights. For advice, please contact an ANT Legal lawyer at 0966.475.966.
How can ANT Legal help?
ANT Legal assists with advice on transfer, inheritance and mortgage of capital contributions, changes of partnership members, and resolution of internal disputes.
For quick advice, you may contact a lawyer at 0966.475.966.
Related articles
- Transfer of a general partner’s capital contribution
- Assets obtained when a general partner conducts business in the company’s name
- General partner convening the Members’ Council meeting
