Conditions for Transferring Investment Capital Contributions in Single-Member Limited Liability Companies
Full Transfer:
- Definition: Transferring 100% of the charter investment capital.
- Requirements:
- Complete both the investment capital transfer procedure and the procedure for changing the company’s owner.
Partial Transfer:
- Definition: Transferring only a portion of the investment capital.
- Requirements:
- The company must undergo a transformation procedure to change its type to a multi-member LLC or a joint-stock company due to the change in the number of members.
Conditions for Transferring Investment Capital Contributions in Multi-Member Limited Liability Companies
No Impact on Number of Members:
- Definition: The number of members remains two or more.
- Requirements:
- File a notification of changes in members and their investment capital contributions.
Impact on Number of Members:
- Definition: The transfer results in the company having only one member.
- Requirements:
- File both a notification of changes in members and a procedure for converting the company type to a single-member LLC.
Procedures and Documentation for Transferring Investment Capital Contributions in LLCs
|
Document |
Single-Member LLC |
Multi-Member LLC |
|---|---|---|
|
Notification of Transfer |
✓ |
✓ |
|
Meeting Minutes on Transfer |
✓ |
|
|
Decision of Members on Transfer |
✓ |
✓ |
|
Investment Capital Transfer Agreement |
✓ |
✓ |
|
Liquidation Minutes or Proof of Completion |
✓ |
✓ |
|
New Member’s ID/Passport |
✓ |
✓ |
Submission Location:
- Business Registration Office at the Department of Planning and Investment (DPI).
Processing Time:
- You will receive the result within 5 – 7 working days from the date of submitting the documents.
Notes on Investment Capital Contribution and Share Transfer
Within 10 Days:
- The receiving member must contribute the agreed investment capital amount. Only after this can the company file a notification of changes in members’ investment capital contributions to the Business Registration Office where the company is registered. Delays in investment capital contribution, notification, or failure to notify will result in administrative penalties from the DPI.
Post-Transfer:
- Within 10 days after completing the transfer, the individual transferring the investment capital must submit a personal income tax declaration to the Tax Department managing the company’s tax affairs.
Business Licenses For Specific Industry
After establishing a company, it is necessary to apply for additional Business License for some specific business fields, as follows:
Accounting and Finance Advisory
KMC provide professional initial accounting and tax registration services, you shall not bother about issues related to tax and accounting after post license. Our team with high expertise and many years experiences will support and accompany you.
Taxation Advisory
Our tax services rely on our local knowledge to ensure tax compliance, tax administration and dealing with tax authorities. We assist you by taking into account the latest regulations thus ensuring full tax compliance and optimization.
Business Advisory
KMC believes in an approach to our client, as we familiarize ourselves with all aspects of your business and the environment in which you operate, it enables us to propose you the most appropriate plan at a competitive service fee.
Human Resources (HR) and Payroll Advisory
KMC’s service will help businesses fully comply with Vietnam’s regulations, optimize costs, and prevent risks in advance.
Mergers and Acquisitions (M&A) Advisory
Our global network in combination with our deep industry knowledge means that we can help companies identify other businesses that offer a good strategic fit and assist them with acquisitions, mergers and alliances that allow them to maintain and build their competitive advantage.
Transfer Pricing Advisory
Transfer pricing refers to the rules and methods for pricing transactions between related entities, typically within multinational companies. Currently, regulations on compliance of transfer pricing are very complexly and strictly.
Annual Consulting Services
KMC has the expertise with experienced resources, including lawyers, auditors, accountants who have many years of experiences working in the investment, accounting, taxation and labour consulting fields.
