Limited liability company in Vietnam

Limited liability company in Vietnam. A “limited liability company” can be a single-member limited liability company or multiple-member limited liability company. A single-member limited liability company is an enterprise owned by a single organization or individual ((hereinafter referred to as “owner”). The owner’s liability for the company’s debts and other liabilities shall be equal to the company’s charter capital.

The First Note

In a two-member limited liability company, if the member who is the company’s legal representative is  dead, missing, facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making getaway; has limited legal capacity or is incapacitated, has difficulty controlling his/her own behaviors, is banned by the court from holding certain positions or doing certain works, the other member shall obviously assume the position of the company’s legal representative until the Board of Members issues a new decision on the company’s legal representative

Multi-member limited liability companies

  1. A multiple-member limited liability company means an enterprise that has 02 – 50 members that are organizations or individuals. A member’s liability for the enterprise’s debts and other liabilities shall be equal to the amount of capital that member contributed to the enterprise, except for the cases specified in Clause 4 Article 47 of this Law. The member’s stake (contributed capital) may only be transferred in accordance with Articles 51, 52 and 53 of this Law.
  2. A multiple-member limited liability company has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued.
  3. Multiple-member limited liability companies must not issue shares except for equitization.
  4. Multiple-member limited liability companies may issue bonds in accordance with this Law and relevant laws; private placement of bonds shall comply with Article 128 and Article 129 of this Law.

The Second Note

A single-member limited liability company may increase its charter capital when its owner contributes capital or raises capital from other persons. The owner shall decide on the specific increase and the method.

Convert A limited liability company

A limited liability company can be converted into a joint stock company:

  1. a) without raising additional capital from other organizations and individuals or selling stakes;
  2. b) by raising additional capital from other organizations and individuals;
  3. c) by selling all or part of the stakes to one or some organizations and individuals; or
  4. d) combining the methods specified in Points a, b and c of this Clause and other methods.

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