Procedures for changing members of LLC with 2 or more members

Changing members of LLC with 2 or more members requires businesses to register changes with the business registration agency within the prescribed time limit from the date the change occurs. This change can arise from many cases, such as accepting new members, transferring capital contributions, inheritance, or members not fulfilling their capital contribution commitments. The following article will provide detailed instructions on the steps to perform this procedure.

Cases of changing capital contributing members in LLCs with 2 or more members

A LLC with 2 or more members may change members in many different cases. These cases are clearly stipulated in Article 52, Article 53 of the Law on Enterprise 2020. Enterprises need to correctly identify their cases to prepare documents in accordance with legal requirements.

According to current legal regulations, there are 7 main cases that lead to changing members of LLCs with 2 or more members, including:

• Accepting new members to contribute capital to the company;
• Transfer of capital contributions between members or to non-members;
• Inheriting capital contributions from deceased members;
• Members do not fulfill their registered capital contribution commitments;
• Donating capital contributions to others;
• Members use capital contributions to repay debt;
• Change members according to decisions on division, separation, merger or consolidation of the company.

When the above cases arise, a LLC with 2 or more members must carry out procedures to register a change of members with the Business Registration Office within 10 days from the date of change. Failure to register changes on time may subject the enterprise to administrative sanctions according to the law. Therefore, businesses need to proactively carry out this procedure immediately after there is a change in members.

Order and procedures for changing members of LLCs with 2 or more members

The agency proceeds to resolve the issue

According to the provisions of Article 52 of Decree 01/2021/ND-CP, Business Registration under the Department of Planning and Investment (now the Department of Finance) of the province or city where the enterprise is headquartered is the competent agency to receive and handle this procedure.

Documents to register for membership change need to be prepared

Registration dossier for changing members of LLC with 2 or more members is detailed in Article 52 of Decree 01/2021/ND-CP and Circular 01/2021/TT-BKHDT. Enterprises need to prepare complete documents for each specific case to ensure the registration process goes smoothly.

General documents for all cases of registration to change members include:

1. Notice of change in business registration content signed by the company’s legal representative (according to form Appendix II-1 Circular 01/2021/TT-BKHDT);
2. List of members of LLC with two or more members (according to form Appendix I-6 Circular 01/2021/TT-BKHDT). This list must have the signatures of new members and members whose capital contributions have changed; it is not required to have the signature of members whose capital contributions have not changed;
3. Authorization document for the person to submit the application and receive the results (if not the legal representative);
4. Valid certified copy of personal documents of the authorized person.

In addition to the general documents mentioned above, depending on each case of member change, businesses need to supplement additional documents as prescribed in Article 52 of Decree 01/2021/ND-CP.

Procedures for changing members of LLCs with 2 or more members are different depending on each case of change. Enterprises need to understand detailed regulations for each case to prepare complete and accurate documents according to the law.

In case accepting new members leads to an increase in the company’s charter capital, in addition to the general profile, the enterprise needs to add:

• Decision and Minutes of Meeting of the Board of Members on accepting new members.
• Documents confirming capital contribution of new members.
• Valid copies of authenticated documents of the new member and authorized representative (if the new member is an organization).
• Authorization document representing the individual of the new member of the organization.
• Document from the Investment Registration Authority approving the capital contribution (if there are foreign investors).

In case of transferring capital contribution, in addition to the general documents, the enterprise needs to add:

• Transfer contract or documents proving the completion of the transfer.
• Valid copies of authenticated documents of relevant parties.
• Authorization document representing the individual of the new member of the organization.
• Document from the Investment Registration Authority approving the capital contribution (if there are foreign investors).

For other cases such as inheritance, donation of capital contribution, use of capital contribution to repay debt, members not making capital contribution commitments, or changes according to the decision to split, merge, or consolidate the company, businesses need to prepare corresponding additional documents as prescribed in Article 52 of Decree 01/2021/ND-CP.

Procedures change

The procedure for changing members of LLC with 2 or more members includes the following specific steps. Enterprises need to follow the correct process to ensure the change of members is legally recognized.

Step 1: Prepare complete documents.

Step 2: Enterprises submit documents to the Business Registration Office under the Department of Planning and Investment (now the Department of Finance) of the province or city where the enterprise is headquartered, which is the competent agency to receive and handle this procedure.

The form of application submission is prescribed as follows:

• Submit directly to the Business Registration Office;
• Submit online via the Public service portal, if the locality has implemented it (If the enterprise is headquartered in Ho Chi Minh City or Hanoi, this is a mandatory form of submission);
• Submit via postal service.

Step 3: After submitting the application, the Business Registration Office will review the validity of the application and issue a Confirmation of change in business registration content within 03 working days from the date of receipt of complete and valid documents as prescribed in Article 33 of Decree No. 01/2021/ND-CP.

Step 4: After receiving the results, businesses need to carry out procedures to publish the business registration content on the National Business Registration Portal.

Note when changing members of LLC with two or more members

When carrying out procedures for changing members of LLC with 2 or more members, businesses need to pay attention to a number of important issues to ensure the registration process goes smoothly and in accordance with the law. Complying with legal requirements will help businesses avoid unnecessary legal risks.

Firstly, the registration deadline for change. According to the provisions of Article 30 of the Law on Enterprises 2020, enterprises must register to change members within 10 days from the date of change. Failure to comply with this deadline may result in administrative sanctions.

Second, enterprises need to ensure full signatures in the Member List. According to regulations, the Member List must have the signatures of new members and members whose capital contributions have changed; it is not required to have the signature of members whose capital contributions have not changed.

Third, in the case of foreign investors, businesses need to pay attention to consular legalization of legal documents of foreign organizations and need written approval from the Investment Registration Authority on capital contribution and capital contribution purchase.

Fourth, after being granted a Certificate of change in business registration content, the company must carry out procedures to publish the business registration content on the National Business Registration Information Portal. These two procedures can be performed at the same time.

Finally, enterprises need to pay attention to amending the company charter after a change in members. The company charter needs to be updated in accordance with changes in members and corresponding capital contributions.

Notification service for changing members of LLCs with 2 or more members at Long Phan Consulting

Changing members of LLC with 2 or more members is an important legal procedure. Customers need to choose a reputable consulting and support unit to bring the highest efficiency. With a team of experienced experts in consulting and supporting businesses, we will accompany customers throughout the process of changing members at the business.

The full service Long Phan Consulting Company provides includes:

• Consulting and supporting customers in drafting and preparing membership change notification documents according to each specific case;
• Draft legal documents, submit documents and explain to competent authorities;
• Support customers in solving problems that arise when making changes to company members;
• Receive and hand over results to customers;
• Represent and support customers in carrying out procedures after receiving confirmation of changing business registration content.

Frequently asked questions

Below are frequently asked questions about procedures for changing members of LLCs with 2 or more members

What is the maximum time limit to submit an application to change membership?

According to the Law on Enterprise 2020, businesses have 10 days from the date of change to submit their application.

Does the list of members of LLC with 2 or more members need to be signed by all members?

No, the Member List only needs the signatures of new members and members whose capital contributions have changed.

What documents do foreign investors need to supplement when changing members?

Requires written approval from the Investment Registration Authority and consular legalized legal documents.

After being granted a Change Confirmation, what does the company need to do next?

The company must publish the business registration content on the National Information Portal.

Does the company charter need to be amended after changing members?

Yes, the company charter needs to be updated in accordance with changes in members and capital contributions.

What methods are there to apply for membership changes?

There are 3 methods of submitting applications: Submit directly at the Business Registration Office, submit online and submit by mail.

In case of member change due to inheritance, what additional documents are needed?

It is necessary to supplement documents proving the legal inheritance rights of the heir.

In case of changing members due to donation of capital contribution, what additional documents are required?

It is necessary to supplement the donation contract for the capital contribution with notarization and authentication.

In case a member uses capital contribution to repay debt, what additional documents are needed?

It is necessary to supplement the loan contract and documents showing the use of capital contribution to repay debt.

Can someone who is not a member of the company be authorized to submit the application?

Yes, a valid authorization document and a copy of the authorized person’s personal identification documents are required.

Conclude

Do you need support in implementing procedures for changing members of LLC with 2 or more members? Contact Long Phan Consulting Company immediately via the hotline: 0906735386 for detailed advice and support to carry out procedures quickly and accurately. Our team of professional lawyers will help customers prepare complete documents in accordance with regulations, saving time and costs during the procedure for changing company members.