Sequence and procedures for transferring capital contributions for limited liability companies with two or more members

Capital transfer is a procedure carried out in a Limited Liability Company when a company member wishes to transfer part or all of his or her capital contribution in the company to one or more other organizations or individuals. This article shares details of the order and procedures for transferring capital contributions for limited liability companies with two or more members according to the provisions of the Law on Enterprises 2020.

1. Documents for transfer of capital contribution of a two-member limited liability company

• Notification of transfer;
• Minutes of meeting of the Board of Members on the transfer;
• Decision of the Board of Members on the transfer;
• List of members member;
• Contract for transfer of capital contribution;
• Liquidation minutes or documents proving completion of transfer;
• Legal documents of new members;
• Authorization document on submitting documents, receiving results and legal documents of the authorized individual permissions.

2. Order and procedures for transferring capital contributions of a two-member limited liability company

2.1. Application method

• Submit directly to the Business Registration Office under the Department of Planning and Investment (Business Registration Office) of the province/city where the business is headquartered.
• Submit documents via postal service.
• Submit online documents via electronic network at the National Business Registration Portal at the address: https://dangkylanhdoanh.gov.vn).

2.2. Sequence and procedures for transferring capital contributions of a two-member limited liability company

Case 1. Submit application directly to the Business Registration Office where the enterprise is headquartered.

Step 1. Submit application

• Applicant submits application at the one-stop department at the Business Registration Office business.
• The Business Registration Office receives the application and returns to the submitter a Receipt of transfer of capital contribution.

Step 2. Appraisal and return results

• The Business Registration Office returns results within 03 working days from the date of receipt of the dossier.
• In case the dossier is not valid, the Business Registration Office sends a written notice of the contents that need to be amended and supplemented to the registrant within 03 working days from the date of receiving the dossier.

Case 2. Register via Electronic network uses Business Registration Account

– Registrants submit documents using Business Registration Account to declare information, download electronic documents and authenticate business registration documents via electronic information network and pay business registration fees and charges according to the process on the national information portal on business registration enterprise https://dangkylanhdoanh.gov.vn

– After completing the submission of registration documents, the applicant will receive a Receipt of registration documents for capital contribution transfer via the electronic information network.

– Business Registration Office issues business registration to the enterprise:

• Case Eligible documents and approval of transfer of capital contribution of the enterprise.
• In case the dossier does not meet the conditions, the Business Registration Office sends a notice via the electronic information network to the enterprise to request amendments and supplements to the dossier.