Can members of company contribute assets that are different from the promised ones in Vietnam?

Can members of company contribute assets that are different from the promised ones in Vietnam?

Clause 2, Article 47 of the Enterprise Law 2020 provides as follows:

2. The members shall contribute sufficient and correct assets as promised when applying for enterprise registration within 90 days from the issuance date of the Certificate of Enterprise Registration, excluding the time needed to transport or import the contributed assets and for completing ownership transfer procedures. During this period, the members shall have rights and obligations that are proportional to their promised contribution. The members may only contribute assets that are different from the promised ones if the change is approved by more than 50% of the remaining members.

Thus, because your car has sold before contributing capital to company A and you want to contribute capital with the property that is the land behind the house, in this case you need to get the approval of more than 50% of the remaining members in Vietnam.

From there, you are allowed to use the property as a piece of land to contribute capital that are different from the promised ones.

In case of the death of a member that is an individual but his heir does not want to become a member of the company, what is handling of this person's capital contribution in Vietnam?

According to Article 53 of the Enterprise Law 2020 stipulating settlement of stakes in some special cases, according to which:

1. In case of the death of a member that is an individual, his/her heir at law or designated by a will shall become a member of the company.

2. In case a member that is an individual is declared missing by the Court, his/her rights and obligations shall be performed through his/her asset manager as prescribed by civil laws.

3. In case a member that is an individual is incapacitated, has limited legal capacity or has difficulty controlling his/her behaviors, his/her rights and obligations shall be performed through his/her representative.

4. A member’s stake shall be transferred or repurchased by the company in accordance with Article 51 and Article 52 of this Law in the following cases:

a) The member’s heir does not wish to become a member;

b) The beneficiary mentioned in Clause 6 of this Article is not accepted as a member by the Board of Members;

c) The member that is an organization is dissolved or goes bankrupt.

5. In case a member that is an individual dies without an heir or the heir refuses the inheritance or is disinherited, the stake shall be settled in accordance with civil laws.

6. In case a member gives away part or all of his/her stake to another person, the beneficiary will become a member of the company in the following cases:

a) If the beneficiary is a lawful heir as prescribed by the Civil Code, he/she is obviously a member of the company;

b) If the beneficiary is not a lawful heir mentioned in Point a of this Clause, he/she will only become a member if it is accepted by the Board of Members.

7. In case a member uses that member’s stake to pay debt, the beneficiary may:

b) become a member of the company if it is accepted by the Board of Members;

b) Offer and sell the stake in accordance with Article 52 of this Law.

8. In case a member that is an individual is being kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, he/she shall authorize another person to perform some or all of his/her rights and obligations to the company.

9. A member that is an individual and is banned by the court to do certain jobs must not do those jobs at the company; A member that is a juridical person and is banned by the court from certain business lines must suspend or stop business operation in those business lines.

According to this Article, in case of the death of a member that is an individual and the heir does not want to become a member of the company, his/her capital contribution will be acquired or transferred by the company.

What do contents of capital contribution certificate in Vietnam comprise?

Pursuant to Clause 6, Article 47 of the Enterprise Law 2020 stipulates the capital contribution certificate shall contain the following information:

a) The company’s name, EID number, headquarter address;

b) The company’s charter capital;

c) Full name, signature, mailing address, nationality and legal document number if the member is an individual; EID number or legal document number, headquarters address if the member is an organization;

d) The capital contributed and the member’s holding;

dd) The number and date of issuance of the certificate of capital contribution;

e) Full names and signatures of the company’s legal representatives.

Thus, the capital contribution certificate must include the main contents as prescribed above in Vietnam.

Best Regards!