Must a Two-Member Limited Liability Company Establish a Members’ Register?

When must a limited liability company with two or more members establish a member registration book? If not, will I be fined?

1. What is a member registration book?

According to Clause 1, Article 48 of the Law on Enterprises 2020, it is stipulated:“The member registration book can be a paper document, an electronic data collection that records ownership information of capital contributions of company members.”

Thus, the member registration book is a document that records ownership information. ownership of capital contributions of members in a limited liability company with two or more members, existing in the form of paper documents or electronic data sets.

2. What content does the membership registration book include?

According to the provisions of Clause 2, Article 48 of the Law on Enterprises 2020, the membership registration book must include the following main contents:

– Name, business code, head office address of the company;

– Full name, contact address, nationality, license number Personal legal papers for members who are individuals; name, business code or legal document number of the organization, head office address for members who are organizations;

– Capital contribution, proportion of capital contributed, time of capital contribution, type of contributed assets, quantity, value of each type of contributed assets of each member;

– Signature of individual members, legal representative of organizational members organization;

– Number and date of issuance of certificate of capital contribution of each member.

3. When must a limited liability company with two or more members establish a membership registration book?

Clause 1, Article 48 of the Law on Enterprises 2020, has specific provisions:

“1. The company must establish a membership registration book immediately after being granted the Business Registration Certificate”

Thus, your company must establish a registration book Register as a member immediately after being granted a Business Registration Certificate by a competent authority.

4. If a limited liability company with two or more members does not establish a member registration book, will there be any penalties?

According to point b, clause 2, Article 52 of Decree 122/2021/ND-CP stipulating other violations related to business organization and management:

“2. Fine from 30,000,000 VND to 50,000,000 VND for one of the following acts as follows:

a) Do not issue capital contribution certificates to company members;

b) Do not prepare a member registration book or shareholder registration book to issue shares;

c) Do not affix the business name at the head office, do not write or affix the name of the branch, representative office, or business location at the branch headquarters, representative office, or business location. business;

d) Failure to keep documents at the head office or other locations specified in the company charter.”

Note, according to Clause 2, Article 4 of Decree 122/2021/ND-CP, the above fine is prescribed for organizations. For the same administrative violation, the fine for an individual is equal to 1/2 (one-half) of the fine for an organization.

Thus, if your company does not establish a member registration book, the company may be subject to an administrative penalty with a fine from 30,000,000 VND to 50,000,000 VND. In addition, according to point d, clause 3, Article 52 of Decree 122/2021/ND-CP, your company is forced to take remedial measures, specifically forced to create a member registration book according to regulations.