Sample of Certificate of capital contribution and limited company membership book

Sample of Certificate of capital contribution and limited company membership book is an important legal basis for recording the capital contribution ratio, rights and obligations of each member of the company. Using standard paper forms and membership books not only helps businesses be transparent in internal management, limiting disputes between members, but is also a necessary document when carrying out procedures to change business registration or mobilize investment capital.

Regulations on certificate of capital contribution and limited company membership books

Certificate of capital contribution is a document that determines the membership status of an individual or organization in a limited liability company and confirms property rights and ownership of capital contributions in the company. Current law does not specifically regulate the concept of capital contribution certificate, but clearly stipulates the responsibility for granting the certificate.

Specifically, according to Clause 5, Article 47 of the Law on Enterprises 2020, at the time a member fully contributes the committed capital, the company must issue a certificate of capital contribution corresponding to the value of the capital contribution. The issuance of this certificate ensures the rights and obligations of members regarding debts and other property obligations in the company.

In addition, according to the provisions of Clause 7, Article 47 of the Law on Enterprises 2020, the company needs to re-issue capital contribution certificates to members in the following cases:

• Lost capital contribution certificate;
• The certificate is damaged;
• The certificate is destroyed in another form.

For the member registration book, the limited company is responsible for preparing the registration book immediately after being granted the Business Registration Certificate according to the provisions of Clause 1, Article 48 of the Law on Enterprises 2020. In terms of form, the member registration book can be a paper document, an electronic data collection recording information on ownership of capital contributions.

Thus, both the capital contribution certificate and the membership book are two indispensable documents for LLC members. These two documents play an important role in recording member information and their capital contributions as well as confirming ownership of that capital contribution.

Is it possible to contribute capital with assets other than the committed assets?

Clause 2, Article 47 of the Law on Enterprise 2020 stipulates: “Members must contribute capital to the company in full and with the right type of assets as committed when registering to establish a business within 90 days from the date of issuance of the Business Registration Certificate, excluding the time of transporting and importing assets to contribute capital, and carrying out administrative procedures to transfer asset ownership.”

However, the law also stipulates an exception: “Company members may only contribute capital to the company with assets other than the committed assets if approved by more than 50% of the remaining members.” This means, customers can contribute capital with assets other than the initially committed assets if there is approval from over 50% of the remaining members in the company.

Thus, members of a limited liability company can contribute capital with assets other than the committed assets but must meet the conditions specified in Clause 2, Article 47 of the Law on Enterprises 2020. This regulation creates flexible conditions for members to contribute capital while still ensuring consensus among members and the common interests of the company.

>>>See more: Does contributing capital with land use rights require asset valuation?

Latest form of certificate of capital contribution and limited company membership book

Currently, the law does not regulate the form of certificate of capital contribution and limited company membership book. However, based on the content of these two documents specified in Clause 6, Article 47 and Clause 2, Article 48 of the Law on Enterprise, we would like to provide the following 02 sample documents for reference:

 >>>CLICK DOWNLOAD NOW: SAMPLE CERTIFICATE OF CAPITAL CONTRIBUTION OF LIMITED COMPANY 2025

 >>>CLICK DOWNLOAD NOW: FORM OF MEMBERS BOOK OF LIMITED COMPANY 2025

Consulting services for drafting capital contribution certificates and member registration books of limited liability companies at Long Phan Consulting Company

Services at Long Phan Consulting Company ensure legality and compliance with the latest regulations of the Law on Enterprise. Long Phan Consulting Company services provided include:

• Consulting on regulations on capital contribution certificates and member registration books;
• Drafting detailed capital contribution certificates, membership register;
• Consulting on how to re-issue capital contribution certificates in case of loss or damage;
• Consulting on procedures for changing the content of capital contribution certificates when there are changes in members or capital contributions.

With in-depth experience in the field of corporate law, Long Phan Consulting Company ensures to provide comprehensive solutions suitable to the characteristics of each business, helping customers comply with legal regulations and protect the rights of capital contributors in the company.

Some frequently asked questions about certificate of capital contribution and limited company membership books

We would like to provide some related questions about the certificate of capital contribution and limited company membership book. Please refer!

What legal documents confirm ownership of capital contributions in a limited liability company?

The Certificate of Capital Contribution and Register of Members are legal documents that confirm ownership of capital contributions in a limited liability company.

What is the purpose of the Capital Contribution Certificate?

A Certificate of Capital Contribution certifies an individual or organization’s membership in a limited liability company and their ownership of the capital contributed.

Is there any specific legal definition for a Capital Contribution Certificate in Vietnam?

Current law in Vietnam does not provide an exact definition for a Capital Contribution Certificate, but regulates its issuance and specifies the required contents.

According to the Law on Enterprise 2020, when does a company have to issue a Capital Contribution Certificate?

According to Clause 5, Article 47 of the Law on Enterprise 2020, the company must issue a Capital Contribution Certificate to members as soon as they have contributed the full amount of committed capital.

In what cases is it necessary to reissue the Capital Contribution Certificate?

According to Clause 7, Article 47 of the Law on Enterprise 2020, the company must re-issue the Capital Contribution Certificate if the original is lost, damaged or destroyed in another form.

What is the Register of Members of a limited liability company?

The Register of Members is a record, which can be in the form of paper documents or electronic data, that records information about the ownership of capital contributions of members in a limited liability company.

Above are some answers to your questions about capital contribution certificates and LLC membership registration books.

Conclude

The certificate of capital contribution and limited company membership book are important legal documents confirming ownership of capital contributions in the company. If you need advice on drafting a capital contribution certificate and membership registration book in accordance with the law, please contact Long Phan Consulting Company via the hotline 1900636389 to receive professional and in-depth support from a team of experts.