In what form are capital contributing members of a partnership company entitled to dispose of their capital contribution?

In what form are capital contributing members of a partnership company entitled to dispose of their capital contribution?

The right to dispose of capital contributions of capital contributing members is stipulated in Clause 1, Article 187 of the 2020 Enterprise Law as follows:

Rights and obligations of capital contributing members

1. Capital contributing members have the following rights:

a) Participate in meetings, discuss and vote at the Board of Members on amending and supplementing the company’s Charter, amending and supplementing the rights and obligations of capital contributing members, reorganizing and dissolving the company and other contents of the company’s Charter directly related to their rights and obligations;

b) Receive annual profit shares corresponding to the capital contribution ratio in the company’s charter capital;

c) Be provided with the company’s annual financial report; has the right to request the Chairman of the Board of Members and general partners to provide complete and honest information about the company’s business situation and results; review accounting books, minutes, contracts, transactions, records and other documents of the company;

d) Transfer your capital contribution in the company to another person;

d) Conducting business on behalf of an individual or on behalf of another person in the company’s line of business;

e) Dispose of your capital contribution by inheritance, gift, mortgage, pledge and other forms according to the provisions of law and the company’s Charter; In case of death, the heir will replace the deceased member and become a capital contributing member of the company;

g) Receive a portion of the company’s remaining asset value corresponding to the proportion of capital contribution in the company’s charter capital when the company is dissolved or goes bankrupt;

h) Other rights according to the provisions of this Law and the company’s Charter.

Thus, according to regulations, capital contributing members of a partnership company have the right to dispose of their capital contribution in the following forms:

– To inherit;

– Donate;

– Mortgage;

– Pledge;

– Other forms as prescribed by law and the company’s Charter.Note: In case a capital contributing member dies, the heir will replace the deceased member and become a capital contributing member of the company.

To what extent are capital contributing members of a partnership only responsible for the company’s debts?

The scope of responsibility of capital contributing members is specified in Clause 1, Article 177 of the 2020 Enterprise Law as follows:

Partnerships

1. A partnership is an enterprise in which:

a) There must be at least 02 members who are joint owners of the company, doing business together under a common name (hereinafter referred to as partnership members). In addition to general partners, the company may have additional capital contributing members;

b) General partners must be individuals, responsible with all their assets for the company’s obligations;

) Capital contributing members are organizations and individuals and are only responsible for the company’s debts within the amount of capital committed to contribute to the company. ty.

2. A partnership company has legal status from the date of issuance of the Business Registration Certificate.

3. A partnership company is not allowed to issue any type of securities.

Thus, according to regulations, capital contributing members of a partnership company are only responsible for the company’s debts within the amount of capital they have committed to contribute to the company.

Whose approval must a partnership company want to receive additional capital contributing members?

The acceptance of capital contributing members is stipulated in Clause 1, Article 186 of the 2020 Enterprise Law as follows:

Receiving new members

1. The company can accept additional partners or capital contributing members; Accepting new members of the company must be approved by the Board of Members.

2. General partners or capital contributing members must pay the full amount of capital committed to contribute to the company within 15 days from the date of approval, unless the Board of Members decides on another time limit.

3. The new general partner must be jointly responsible with all of his or her assets for the debts and other property obligations of the company, unless that member and the remaining members have otherwise agreed.

Thus, according to regulations, if a partnership company wants to receive additional capital contributions, it must be approved by the Board of Members.Note: Capital contributing members must pay the full amount of capital committed to contribute to the company within 15 days from the date of approval, unless the Board of Members decides on another deadline.