REGISTRATION FOR NEW MEMBERS OF MULTIPLE-MEMBER LLC

A LLC with two or more members is an enterprise with from 02 to 50 members (multiple-member LLC). Members of a multiple-member LLC can be organizations or individuals. During operations, to comply with goals, business plans, etc., the enterprise may need to register new members to increase the enterprise’s charter capital. So what are the procedures for adding new members of multiple-member LLC?

Cases of changing members of multiple-member LLC

A multiple-member LLC can change company members in the following cases:

– Receiving new members leads to an increase in the company’s charter capital;

– Change of members due to transfer of capital contribution;

– Change of members due to inheritance;

– Change of members due to a member not making a commitment to contribute capital according to regulations;

– Change of members due to donation of capital contribution;

– Change members in case members use capital contributions to repay debt;

– Change members according to decisions on division, separation, merger or consolidation of the company.

Thus, the case of receiving new members is one of the cases that the law allows multiple-member LLCs to do during their operations.

Application for registration of new members for a multiple-member LLC

When a multiple-member LLC registers to receive new members, the following documents are required:

– Notice on change in business registration content about adding new members to the multiple-member LLC;

– List of members of multiple-member LLC. The list of members must include the signatures of new members and members whose capital contributions have changed; the signature of members whose capital contributions have not changed is not required;

– Documents confirming the capital contribution of new members of the company;

– Resolutions, decisions and copies of minutes of meetings of the Board of Members on adding new members to the multiple-member LLC;

– A copy of the individual’s legal documents in case the new member is an individual or a copy of the organization’s legal documents, a copy of the individual’s legal documents for the authorized representative and a copy Document appointing an authorized representative in case the new member is an organization;

Document from the Investment Registration Authority approving the capital contribution, share purchase, or capital contribution purchase by foreign investors or foreign-invested economic organizations in cases where procedures must be carried out. Register to contribute capital, buy shares, buy capital contributions.

After fully preparing the documents, the company sends the application for registration of member change to the Business Registration Office where the company’s headquarters is located or submits directly through the National Business Registration Portal.

>> PROCEDURES OF BUSINESS LOCATION ESTABLISHMENT https://linconlaw.vn/procedures-of-business-location-establishment/

>> CHANGING COMPANY ADDRESS OF MULTIPLE-MEMBER LLC https://linconlaw.vn/changing-company-address-of-multiple-member-llc/

The Board of Members meeting to approve the addition of new members to the multiple-member LLC

Adding new members leading to an increase in the enterprise’s charter capital is a case where it is necessary to hold a meeting of the Board of Members. So what are the conditions and entities for conducting meetings?

– First, a meeting of the Board of Members is conducted when the number of members attending the meeting accounts for at least 65% of the charter capital; The specific ratio is prescribed by the company charter;

– In case the meeting of the Board of Members does not meet the above conditions, the second meeting of the Board of Members will be held with the following conditions: The notice inviting the second meeting must be sent within 15 days from the scheduled date of the first meeting. The second meeting of the Board of Members is conducted when the number of attending members owns 50% or more of the charter capital;

– If the second meeting of the Board of Members is still not eligible to proceed, the third meeting of the Board of Members shall be convened. The notice inviting the third meeting must be sent within 10 days from the intended date of the second meeting. The third meeting of the Board of Members is conducted regardless of the number of members attending the meeting and the amount of charter capital represented by the number of members attending the meeting.