Contents of capital contribution certificate of limited liability company

Capital contribution certificate of limited liability company is a legal document certifying the ownership rights of capital contributing members in the enterprise. This plays a key role in business operations, capital transfer and profit sharing of the LLC. Understanding the content of the capital contribution certificate helps customers protect their rights and fulfill their legal obligations, the following article will analyze in detail the information in this certificate.

Meaning of capital contribution certificate

The capital contribution certificate is an important legal document in the operations of a limited company. It confirms the ownership rights and obligations of capital contributors to the enterprise. This certificate demonstrates the company’s commitment to capital contributing members and vice versa.

In the business context, capital contribution certificates play a key role in managing capital and determining members’ rights. It is the basis for determining the ownership ratio, voting rights and profit division in the LLC. At the same time, this document is also the legal basis for capital transfer transactions between members or with third parties.

The capital contribution certificate is also meaningful in protecting the interests of capital contributing members. It helps prevent disputes that may arise regarding capital contributions and ownership rights in the company. In case of a dispute, this certificate will be important legal evidence to resolve the issue. In addition, the capital contribution certificate is also a tool for the LLC to fulfill tax obligations and other financial obligations to the state.

Basic information in the capital contribution certificate

The limited liability company’s capital contribution certificate includes many important information. This information clearly defines the rights and obligations of capital contributing members. The content of the certificate must comply with the provisions of Article 47 of the Law on Enterprises 2020.

Information about limited company

This section includes the full name, abbreviation, business code and headquarters address of the limited company. This information helps clearly determine the legal identity of the business.

Information about the company’s charter capital is also clearly stated in the certificate. Charter capital is the total value of assets contributed to the company by members. This capital amount is expressed in Vietnamese Dong and may include freely convertible foreign currencies (if permitted). Clearly stating the charter capital helps determine the scale and financial capacity of the LLC.

Details of capital contributing members

This section is detailed information about each capital contributing member of the LLC.

• For individual members, information includes full name, date of birth, nationality, identity card or passport number, and permanent address.
• For members who are organizations, information includes the organization’s name, business code or establishment decision number, and head office address.

In addition, the certificate also clearly states information about the legal representative of the organizational member (if any). This information includes full name, title, identity card number or passport. Recording complete information about capital contributing members helps clearly define the responsibilities and rights of each individual and organization in the LLC.

Value and ratio of capital contribution

The capital contribution certificate clearly states the value of each member’s capital contribution. This value is expressed in numbers and words, calculated in Vietnam Dong. In case of capital contribution in foreign currency or assets, the value converted to Vietnamese Dong is also clearly stated.

The capital contribution ratio of each member is calculated as a percentage of the company’s charter capital. This ratio is important in determining voting rights, profit distribution and responsibility for the company’s debts. Clearly stating the capital contribution ratio helps avoid disputes and ensures the rights of members.

Time of issuance of capital contribution confirmation

The time of issuance of capital contribution confirmation is an important step in the process of capital contribution to the LLC. After the capital contributing member completes the transfer of assets or cash to the company, the company will conduct an inspection and confirm the capital contribution. The confirmation will be issued immediately after the company checks and confirms the amount of capital contributed, ensuring transparency and accuracy in the accounting books and legal records of the business.

Registration and certification procedures

At the time the individual or organization contributes the full capital contribution, it will be issued a Capital Contribution Certificate corresponding to the value of the contributed capital. Cases where the company issues a new Certificate of capital contribution:

• Members contribute capital to establish the company
• Members transfer part or all of their capital contribution to other individuals or organizations.
• The company receives new members, increasing the company’s charter capital.

The capital contribution must be completed within 90 days from the date of issuance of the Business Registration Certificate, excluding the time of transporting and importing contributed assets and carrying out administrative procedures to transfer ownership. own property.

Capital contributing members must contribute capital in full and with the correct type of assets as committed and can only contribute capital with assets other than the committed assets if approved by more than 50% of the remaining members.

Members contributing capital to the company have rights and obligations corresponding to the ratio of their capital contribution to the company.

In case it is necessary to change or reissue the certificate

The capital contribution certificate may need to be changed or reissued in some cases. This usually happens when there is a change in member information or capital contribution value. Specific cases include:

• Transfer of capital contribution;
• Increase or decrease charter capital;
• Change member’s personal information.

When it is necessary to change or reissue the certificate, the limited company must carry out registration procedures to change the business registration content. The change registration dossier must include a notice of change in business registration content, decision and a copy of the meeting minutes of the Board of Members on changing the charter capital or capital contribution ratio. After approval, the company will reissue new capital contribution certificates to members.

In case the capital contribution certificate is lost, torn, burned or destroyed in another form, the member can request the company to reissue it. The company is responsible for reissuing the certificate upon receipt of the request. This re-issuance must ensure the accuracy of information and comply with the provisions of the Company Charter.

Instructions for drafting a certificate of capital contribution for a LLC

Guidance service on preparing a sample certificate of capital contribution for a limited liability company not only helps businesses ensure the legality of capital contribution procedures but also creates transparency and trust in business operations. Having a clear and accurate capital contribution certificate will help capital contributing members feel secure and contribute effectively to the development of the business.

At Long Phan, we provide this service with the following scope of work:

• Receive information and requests from businesses about drafting capital contribution certificates.
• Provide detailed information about current legal regulations related to capital contribution and capital contribution certificate.
• Draft a form of capital contribution certificate according to legal regulations and specific requirements of the business.
• Provide detailed and specific instructions on how to fill in the necessary information in the capital contribution certificate form.
• Providing advice and support to businesses in managing and using capital contribution certificates.
• Guide businesses on procedures related to transferring, changing, or adjusting capital contributions.
• Support in resolving disputes arising related to capital contribution and capital contribution certificate.

Customers need to master the content of the capital contribution certificate to protect their interests in the LLC. Confirming the capital contribution according to regulations not only ensures legality but also transparency in business activities, transfer, and profit sharing. Please contact Long Phan via hotline: 0906735368 for detailed advice and complete instructions on this procedure, ensuring legal compliance and optimizing business efficiency.