Transfer of Capital Contributions in a Multi-Member LLC: Procedure

Short answer: A member of a limited liability company with two or more members may transfer part or all of their contributed capital. The procedure: offer the capital contribution to the remaining members in proportion to their capital contributions on the same terms; within 30 days from the date of the offer, if the remaining members do not purchase or do not fully purchase the offered capital, it may be transferred to a non-member on terms no more favorable than those offered. A resolution of the Board of Members on the transfer is not mandatory. After the transfer, the company registers the member change with the Business Registration Office. Basis: Article 52 of the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15).

Legal basis

• The Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — Article 52 (transfer of contributed capital);
• Decree 168/2025/ND-CP on enterprise registration — registration of member changes;
• Personal/corporate income tax laws — tax obligations of the transferor.

Conditions for transferring contributed capital

• The transferring member has fully contributed the committed capital (uncontributed capital may not be transferred, except as otherwise provided by law);
• The capital contribution is not restricted from transfer by a decision of the Board of Members or another lawful agreement;
• The pre-emptive purchase right of the remaining members is respected.

Procedure for transferring contributed capital

Step 1. Offer to the remaining members

The member wishing to transfer offers their capital contribution to the remaining members in proportion to their capital contributions in the company, on the same offering terms (price, payment method, etc.). The offer should be made in writing as evidence.

Step 2. Wait for the 30-day period to expire

Within 30 days from the date of the offer, if the remaining members do not purchase or do not fully purchase the offered capital, the transferring member may transfer it to a non-member.

Step 3. Transfer to an outsider (if applicable)

The terms of the transfer to a non-member must be no more favorable than the terms offered to the remaining members (regarding price and payment terms).

Step 4. Sign the transfer agreement and pay

The parties sign the capital contribution transfer agreement; the agreement should clearly state the price, payment method, the time of ownership transfer of the capital contribution, warranties on the capital contribution status, and the dispute resolution mechanism. The law does not require notarization of a capital contribution transfer agreement.

Step 5. Register the member change

Within 10 days from the date of the change, the company registers the member change with the Business Registration Office under Decree 168/2025/ND-CP.

Is a Board of Members resolution required?

Not mandatory. The law does not require a capital contribution transfer to be approved by a Board of Members resolution. However, in practice the company still needs to update the member register, and if the charter imposes stricter rules (within the scope permitted by law), the charter applies.

Tax obligations on capital contribution transfers

• Transferor is an individual: pays personal income tax on capital transfers — taxable income is the transfer price minus the purchase price and reasonable related expenses;
• Transferor is an organization: income from the capital transfer is subject to corporate income tax;
• The parties should clearly agree in the agreement which party is responsible for tax declaration and payment.

Frequently asked questions

What if a remaining member wants to buy but offers a lower price?

The pre-emptive purchase right is exercised on the same terms as offered. If the remaining members do not accept the offered terms within 30 days, the transferring member may transfer to an outsider on terms no more favorable than those offered.

Can a partial capital contribution be transferred?

Yes. A member may transfer part or all of their capital contribution, following the offering procedure above for the transferred portion.

Does the transferee automatically become a company member?

The transferee becomes a company member upon completion of the transfer under the agreement and being recorded in the member register; the company must register the member change with the Business Registration Office.

Notes on applying current laws

Disputes over capital contribution transfers often arise from improper offering procedures or sketchy agreements. For a safe transaction, prepare a written offer, preserve evidence, and have a solid agreement. Contact an ANT Legal lawyer at 0966.475.966 for advice and drafting of capital contribution transfer agreements.

Common risks to watch out for

• Failing to offer to the remaining members, or offering in the wrong proportions or after the 30-day period;
• Transferring to an outsider on terms more favorable than those offered;
• Transferring capital that has not been fully contributed;
• Late registration of the member change and late tax declaration.

How ANT Legal can help

ANT Legal advises on the capital contribution transfer procedure, drafts the offer document and transfer agreement, registers member changes, and advises on related tax obligations. For quick advice, please contact our lawyers at 0966.475.966.

Related articles

• Converting a Limited Liability Company into a Joint-Stock Company
• Registering a Multi-Member Limited Liability Company
• Registering a Branch of a Multi-Member LLC
• Registering a Representative Office of a Multi-Member LLC
• Comparing Multi-Member LLCs and Joint-Stock Companies