1. Time Limit for Capital Contribution
Members must fully contribute their committed capital within 90 days from the issuance date of the Enterprise Registration Certificate, excluding the time required for transporting and importing contributed assets and completing administrative procedures for asset ownership transfer.
2. Handling of Capital Contribution Failure
For a limited liability company with two or more members:
If a member fails to contribute capital within the prescribed timeframe:
a) Members who fail to contribute capital as committed automatically cease to be company members;
b) Members who partially contribute capital retain rights proportional to their actual contribution;
c) The uncontributed capital will be offered for sale based on a resolution or decision of the Board of Members.
Additionally, the company must register changes to its charter capital and members’ capital contribution ratios within 30 days from the last day of the capital contribution period.
For a single-member limited liability company:
The owner must register to adjust the charter capital to reflect the actual contributed capital within 30 days from the last day of the capital contribution period.
Note for foreign-invested companies: Before registering charter capital changes with the business registration authority, companies may be required to adjust their Investment Policy or Investment Registration Certificate with the investment registration authority.
3. Legal Consequences
In relation to the investment sector:
A fine of VND 70,000,000 to VND 100,000,000 shall be imposed for the following violations:
a) Failure to adjust the Investment Registration Certificate when changes affect its content;
b) Failure to obtain approval for Investment Policy adjustments when required by law.
In relation to the business registration sector:
The following penalties apply for delays in updating business registration information:
a) 1–10 days late: Warning.
b) 11–30 days late: VND 3,000,000 – 5,000,000.
c) 31–90 days late: VND 5,000,000 – 10,000,000.
d) 91+ days late: VND 10,000,000 – 20,000,000.
e) Failure to register changes: VND 20,000,000 – 30,000,000.
⚠️ Important: If a two-member limited liability company has only one contributing member and fails to convert its business type within six consecutive months, it may be subject to dissolution for failing to maintain the minimum number of members required by law.
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Website: 1989law.vn
Hotline: (+84) 945.45.45.11
Address: No. 207C Nguyen Xi, Ward 26, Binh Thanh District, Ho Chi Minh City, Vietnam