Registration of change of members of limited liability with more than two members

 
a) Implementation order:

            Note: The company’s legal representative is responsible for registration within 10 days from the date that the change occurs.

• In case of receiving new members:

The Company sends the Notice to the Business registration office where the company registered. The Notice includes:

a. Name, Business No., Tax code or Enterprise registration certificate No. (if without Business No., Tax code);

b. Name, Business No., the address of head office for member as organization; full name, nationality, ID Card No. or Passport No. or other personal identification papers specified in Article 10 Decree No. 78/2015/ND-CP for member as individual; value of capital contribution and capital contribution, kind of contributed asset, quantity and value of each kind of contributed asset of the new members.

c. Changed capital contribution of members after receiving the new members;

d. The charter capital of the company after receiving the new members;

e. Full name and signature of the company’s legal representative.

The Notice must include all documents specified in section c (Documents). 

• In case of changing members due to transfer of shares:

The Company sends the Notice to the Business registration office where the company registered. The Notice includes:

a. Name, Business No., Tax code or Enterprise registration certificate No. (if without Business No., Tax code);

b. Name and address of the head office for organizations or full name, nationality, ID Card No. or Passport No. other personal identification papers specified in Article 10 Decree No. 78/2015/ND-CP for individuals; contributed capital of transferor and transferee.

c. The capital contribution of members after the transfer;

d. Time of the transfer;

e. Full name and signature of the company’s legal representative.

The Notice must include all documents specified in section c (Documents). 

• In case of changing members due to inheritance:

The Company sends the Notice to the Business registration office where the company registered. The Notice includes:

a. Name, Business No., Tax code or Enterprise registration certificate No. (if without Business No., Tax code);

b. Full name, ID Card No., Passport No. or other personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP, nationality, contributed capital of each transferor and transferee;

c. Time of inheritance;

d. Full name and signature of the company’s legal representative.

The Notice must include all documents specified in section c (Documents). 

In case of registration of change of members because a member does not contribute capital as defined in Clause 3, Article 48 of Enterprise Law:

The Company sends the Notice to the Business registration office where the company registered. The Notice includes:

a. Name, Business No., Tax code or Enterprise registration certificate No. (if without Business No., Tax code);

b. Name and address of the head office of the organization or the full name, IC Card No., Passport No. or other personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP, nationality, the capital contributed of member who does not contribute capital and the person buying the contributed capital not offered;

c. Full name and signature of the company’s legal representative.

The Notice must include all documents specified in section c (Documents). 

• In case of registration of change of members due to donation of capital contribution:

The Company sends the Notice to the Business registration office where the company registered. The Notice includes:

a. Name, Business No., Tax code or Enterprise registration certificate No. (if without Business No., Tax code);

b. Name and address of the head office for organizations or full name, nationality, ID Card No., Passport No. or other personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP for individuals; capital contributed of the transferor and the transferee;

c. Capital contribution of members after the transfer;

d. Time of the transfer;

e. Full name and signature of the company’s legal representative.

The Notice must include all documents specified in section c (Documents).

• In case the transfer or change of the capital contributed of members leads to only one member left of the company, the company must operate according to the form of one member limited liability company.

The company sends documents to the Business registration office where the company registered. The Notice must include all documents specified in section c (Documents). 

b) Implementation method

• The company directly submits documents on change of content of Enterprise registration certificate to the Business registration office where the company registered its head office or the legal representative submits documents via electronic network according to the procedures on the National Information Portal on enterprise registration.

• Upon receiving the Notice of the company on change of the content of enterprise registration, the Business registration office issues the receipt, checks the validity of documents and issues the Enterprise registration certificate to the company.

c) Documents, including:

• Notice on change of the content of the enterprise registration (Annex II-1, Circular No. 20/2015/TT-BKHDT);

• List of members of limited liability company with more than two members (Annex I-6, Circular No. 20/2015/TT-BKHDT);

• In case of receiving new members:

o   Decision and valid copy of meeting record of the Board of Members on receiving the new members;

o   Documents confirming the capital contribution of the new members of the company;

o   A valid copy of Decision on Establishment or Enterprise registration certificate or other equivalent personal identification document, a valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP of the authorized representative and equivalent decision on authorization for member as organization or valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP of member as individual;

o   Document of the Department of Planning and Investment on approval of the capital contribution, share purchase and capital contribution of foreign investors for the case specified in Clause 1, Article 26 of Investment Law.

o   Decisions, Meeting Minutes of the Board of Members must specify the contents amended in the company’s charter.

• In case of changing members due to transfer of shares:

o   Contract of transfer or documents proving the transfer;

o   Documents confirming the capital contribution of the new members of the company;

o   A valid copy of Decision on Establishment or Enterprise registration certificate or other equivalent personal identification document, a valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP of the authorized representative and equivalent decision on authorization for member as organization or valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP of member as individual;

o   Document of the Department of Planning and Investment on approval of the capital contribution, share purchase and capital contribution of foreign investors for the case specified in Clause 1, Article 26 of Investment Law.

• In case of changing members due to inheritance:

o   A valid copy documents certifying the legal inheritance of the heir;

o   A valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP of the heir.

• In case of registration of change of members because a member does not contribute capital as defined in Clause 3 of Article 48 of Enterprise Law:

o   Decision and valid copy of the Meeting Minute of the Board of Members on changing members because a member does not contribute capital;

o   List of the remaining members of the company.

o   Decisions, Meeting Minutes of the Board of Members must specify the contents amended in the company’s charter

• In case of registration of change of members due to donation of capital contribution:

o   Contract of donation of capital contribution;

o   A valid copy of Decision on Establishment or Enterprise registration certificate or other equivalent personal identification document, a valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP of the authorized representative and equivalent Decision on authorization for member as organization or valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP of the new member as individual;

o   Document of the Department of Planning and Investment on approval of the capital contribution, share purchase and capital contribution of foreign investors for the case specified in Clause 1, Article 26 of Investment Law.

• In case the transfer or change of the capital contributed of members leads to only one member left of the company, the company must operate according to the form of one member limited liability company.

o   Written request for registration of one member limited liability company;

o   The company’s charter changed;

o   A valid copy of one of the personal identification papers specified in Article 10 of Decree 78/2015/ND-CP of the company’s owner for the owner as individual or a valid copy of Decision on Establishment or Enterprise registration certificate or other equivalent documents of the company’s owner for the owner as organization;

o   A valid copy of one of the personal identification papers specified in Article 10 of Decree 78/2015/ND-CP of the authorized representative of one member limited liability company defined in Section a, Clause 1 of Article 78 of Enterprise Law.

o   List of authorized representatives and a valid copy of one of the personal identification papers specified in Article 10 of Decree 78/2015/ND-CP of each authorized representative of the company for one member limited liability company defined in Section b, Paragraph 1 of Article 78 of Enterprise Law;

o   Documents of authorization of the owner for the authorized person for the company’s owner as organization

o   Contract on transfer of contributed capital in the company or documents proving the transfer;

o   Decision and a valid copy of the Meeting Minute of the Board of Members of limited liability company with more than two members on the transfer of form of the company.

d) Number of documents: 01 set.

đ) Time limit for settlement: Within three (03) working days, after receipt of full valid documents

e) Implementing agency: Business registration office - Department of Planning and Investment.

g) Subjects of administrative procedures: Individuals, organizations.

i) Results of administrative procedures: Enterprise registration certificate/ Notice on amending and supplementing enterprise registration documents.

k) Fee: VND 200,000/ time (Circular No. 176/2012/TT-BTC) (Payment at time of filling).

l) Name of form, declaration:

• Notice on change of content of enterprise registration (Annex II-1, Circular No. 20/2015/TT-BKHDT)

• List of members of limited liability company with more than two members (Annex I-6, Circular No. 20/2015/TT-BKHDT).

• In case the transfer or change of the capital contribution of the members leads to one member left in the company, the company has to organize the activities under the form of one member limited liability company, and has to have the following form: Written request for one member limited liability company (Annex I-2, Circular No. 20/2015/TT-BKHDT) and List of authorized representatives (Annex I-10, Circular No. 20/2015/TT-BKHDT).

m) Requirements and conditions for procedure implementation: Defined in Article 28, 29, 31 of the Enterprise Law and Article 45 of Decree No. 78/2015/ND-CP.

n) Legal basis of administrative procedures:

·      The Enterprise Law of the Assembly of the Socialist Republic of Vietnam No. 68/2014/QH13 dated 26/11/2014 (The Enterprise Law);

·      Decree No. 78/2015/ND-CP dated 14/9/2015 of the Government on enterprise registration (Decree No. 78/2015/ND-CP);

·      Circular No. 20/2015/TT-BKHDT dated 01/12/2015 of the Ministry of Planning and Investment guiding the enterprise registration (Circular No. 20/2015/TT-BKHDT);

·      Circular No. 176/2012/TT-BTC dated 23/10/2012 of the Ministry of Finance providing for the collection level, collection regime, payment, management and use of fees of enterprise registration, business household registration and enterprise information supply fee (Circular No. 176/2012/TT-BTC).

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