A single-member limited liability company’s (LLC) ownership transfer brought about by the charter capital transfer is a significant legal process that has an immediate effect on the management and operations of the business. In addition to adhering to capital transfer requirements, this process calls for finishing the correct steps to update enterprise registration data with the appropriate government agencies.
- What are the requirements for charter capital transfer?
- The owner of a single-member limited liability company has the right to transfer charter capital to one or more organizations or individuals. It should be noted that this transaction must be carried out through contract, with confirmation from the relevant parties.
- For the new owner – whether an organization or an individual receiving the charter capital, must meet all the conditions required for establishing and managing enterprises under current legal regulations. This includes conditions related to legal capacity, civil act capacity, and ensuring they are not prohibited from establishing or managing enterprises in Vietnam.
2. What are the legal consequences of charter capital transfer in single-member limited liability company?
- In accordance with the terms of the charter capital transfer agreement, all rights and obligations of the former owner towards the company, including the rights to manage and control the capital, are transferred to the new owner.
- Accordingly, the enterprise must carry out the procedures for registering changes to the business registration information (specifically regarding the owner details on the Certificate of Enterprise Registration), along with other legal formalities with the relevant government authorities.
- Although there is a change in enterprise ownership, this does not affect the legal status of the entity or invalidate any previous contracts or transactions.
3. What legal procedures must be followed to change the owner on the Enterprise Registration Certificate for single-member limited liability company?
The procedure for registering changes to the enterprise registration information to reflect the new owner must be completed within 10 days from the date of finalizing the charter capital transfer.
The steps to carry out this process are as follows:
- Step 1: Prepare the documents for changing the owner, including:
- Notice of change of company owner;
- The transfer agreement or liquidation minutes of the transfer contract (if applicable);
- Legal documents of the new owner;
- Amended company charter;
- A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment;
- Other related documents.
- Step 2: Submiting the documents for changing the owner of the single-member limited liability company to the Business Registration Office where the company is headquartered. Submission can be performed either directly or online through the National Business Registration Portal.
- Step 3: The Business Registration Office will review the application and resolve it within 03 working days from the date of receiving valid documents.
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