The latest registration form to change the capital contribution ratio in a commercial service LLC?

When members of a trading and service LLC have not contributed enough capital, within what time limit must the company register to change the capital contribution ratio?

The time limit within which a service trading LLC must register to change the capital contribution ratio when company members have not contributed enough capital is specified in Clause 4, Article 47 of the 2020 Enterprise Law as follows:

Contribute capital to establish a company and issue a certificate of capital contribution

1. The charter capital of a limited liability company with two or more members when registering to establish a business is the total value of the capital contributions committed by the members and recorded in the company’s charter.

2. Members must contribute capital to the company in full and with the right type of assets as committed when registering to establish a business within 90 days from the date of issuance of the Business Registration Certificate, excluding the time of transporting and importing assets to contribute capital, and carrying out administrative procedures to transfer ownership of assets. During this period, members have rights and obligations corresponding to the committed capital contribution ratio. Company members can only contribute capital to the company with assets other than the committed assets if approved by more than 50% of the remaining members.

3. After the time limit specified in Clause 2 of this Article, if there are still members who have not contributed capital or have not fully contributed the committed capital contribution, it will be handled as follows:

a) Members who have not contributed capital as committed are automatically no longer members of the company;

b) Members who have not fully contributed their committed capital have rights corresponding to their capital contributions;

c) The uncontributed capital of members is offered for sale according to the resolutions and decisions of the Board of Members.

4. In case there are members who have not contributed capital or have not contributed the full amount of capital as committed, the company must register to change the charter capital, with the capital contribution ratio of the members equal to the amount of capital contributed within 30 days from the last day on which the capital contribution must be fully contributed as prescribed in Clause 2 of this Article. Members who have not yet contributed capital or have not contributed the full amount of committed capital must be responsible in proportion to the committed capital contribution ratio for the company’s financial obligations arising during the period before the date the company registers to change its charter capital and the member’s capital contribution ratio.

According to the above regulations, members of a trading and service LLC must contribute capital to the company in full and with the right type of assets committed when registering to establish a business within 90 days from the date of issuance of the Business Registration Certificate.

In case a member of a trading and service limited company has not contributed the full amount of capital as committed, the company must register to change the charter capital, with the capital contribution ratio of the members equal to the amount of capital contributed within 30 days from the last day on which the full capital contribution must be contributed according to regulations.

The latest registration form to change the capital contribution ratio in a service trading limited liability company?

The latest registration form for changing the capital contribution ratio in a service trading limited liability company is currently specified in Appendix II-1 issued together with Circular 01/2021/TT-BKHDT.

What is included in the registration dossier to change the capital contribution ratio in a service trading limited liability company?

Pursuant to Clause 2, Article 51 of Decree 01/2021/ND-CP, the registration dossier to change the capital contribution ratio in a service trading limited liability company includes the following documents:

(1) Notice of change in business registration content signed by the legal representative of the enterprise.

(2) List of members of limited liability companies with two or more members. The lists must include the signatures of members whose capital contributions have changed; the signatures of members whose capital contributions have not changed are not required.

(3) Transfer contract or documents proving the completion of the transfer in case of capital contribution transfer; Donation contract in case of donation of capital contribution.

(4) Document of the Investment Registration Authority approving capital contribution, share purchase, purchase of capital contribution of foreign investors, economic organizations with foreign investment capital in cases where procedures for registration of capital contribution, share purchase, purchase of capital contribution must be carried out according to the provisions of the Investment Law.