When is a limited liability company with two or more members responsible for establishing a member registration book?

Pursuant to Article 48 of the Law on Enterprises 2020, regulations on member registration books are as follows:

Member registration book
1. The company must prepare a member registration book immediately after being granted the Business Registration Certificate. The member registration book can be a paper document or an electronic data collection that records ownership information of capital contributions of company members.
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Thus, immediately after being granted a business registration certificate, a limited liability company with two or more members is responsible for preparing a member registration book.

Note: The member registration book can be a paper document or an electronic data collection that records ownership information of capital contributions of company members.

What main contents must the member registration book include?

Pursuant to the provisions of Clause 2, Article 48 of the Law on Enterprises 2020, regulations on member registration books are as follows:

Member registration book
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2. The member registration book must include the following main contents:
a) Name, business code, company headquarters address;
b) Full name, contact address, nationality, legal document number of the individual for individual members; name, business code or legal document number of the organization, head office address for members who are organizations;
c) Capital contribution, ratio of contributed capital, time of capital contribution, type of contributed assets, quantity, value of each type of contributed assets of each member;
d) Signature of individual members, legal representative of organizational members; organization;
đ) Number and date of issuance of certificate of capital contribution of each member.
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Thus, the membership registration book must include the following main contents:

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

– Full name, contact address, nationality, legal document number of individual for individual members; name, business code or legal document number of the organization, head office address for organizational members;

– Contributed capital, ratio of contributed capital, time of capital contribution, type of contributed assets, quantity and value of each type of contributed assets of each member;

– Signature of the member being an individual, the legal representative of the member being an organization;

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

How many members can a limited liability company with two or more members have?

Pursuant to Article 46 of the Law on Enterprises 2020, regulations on limited liability companies with two or more members are as follows:

Limited liability company with two or more members
1. A limited liability company with two or more members is an enterprise with from 02 to 50 members who are organizations and individuals. Members are responsible for debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise, except for the cases specified in Clause 4, Article 47 of this Law. Members’ capital contributions may only be transferred according to the provisions of Articles 51, 52 and 53 of this Law.
2. A limited liability company with two or more members has legal status from the date of issuance of the Business Registration Certificate.
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Thus, a limited liability company with two or more members is an enterprise with from 02 to 50 members who are organizations and individuals.

Therefore, a limited liability company with two or more members can have a maximum of 50 members.

Members are responsible for the debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise.

In cases where members have not contributed capital or have not contributed the full amount of capital as committed, they must be responsible in proportion to the committed capital contribution ratio for the company’s financial obligations arising in the period before the date the company registers to change the charter capital and the member’s capital contribution ratio.