Procedure to change Limited Liability Company Limited partner

During business operation time, there will be situations that lead to limited partner changing of a Company (it can go along with the charter capital changing). These amendments will affect enterprise business registration certificates, and enterprises will have to register again to receive new certificates with updated information.

Some common situations lead to limited partner amendment:

Adding new partner leads to charter capital changing
Changing of a Company (it can go along with the charter capital changing)
Changing because inheritance (the previous limited partner deceased)
Changing since there is one partner does not follow the commitments as prescribed in Clause 47 of the Law on Enterprise.
Other charter capital transferring case (such as giving sd s present, or partner using the capital to pay debt)

Relevant Legal documents

Law on Enterprise (2023)
Decision 01/2021/NĐ-CP about business registration
Circulate 01/2021/TT-BKHĐT orient business registration
Circulate 02/2023/TT-BKHĐT orient circulate 01/2021/TT-BKHĐT

Limited partner amendment application when adding new partners:

Notifications document when changing business registration content (follow samples) legal representative’s signature;
Enterprise’s partner list (after changing).
Decision, approval decision and soft-copy of meeting minutes of Board of Director meeting for approving new partners.
Certificate documents from enterprise to approve new members of company (follow sample – An Luat Viet Nam);
Soft-copy of new partner’s legal documents (and of the authorised representative and soft-copy of assignment certificate of the authorised representative when new partner is an organisation)
Documents from Investment Registration Offices approve about the capital contribution, purchasing capital, purchasing foreign investor, financial institution capital contribution apply to the case that enterprise has to register capital contribution, shares purchasing, capital contribution per Law on Investments.

Limited partner amendment application when transferring charter capital donation:

Notifications document when changing business registration content (follow samples) legal representative’s signature;
Enterprise’s partner list (after changing).
Transferring contract or document proves the transferring completion.
-Soft-copy of new partner’s legal documents (and of the authorised representative and soft-copy of assignment certificate of the authorised representative when new partner is an organisation)
Documents from Investment Registration Offices approve about the capital contribution, purchasing capital, purchasing foreign investor, financial institution capital contribution applies to the case that enterprise must register capital contribution, shares purchasing, capital contribution per Law on Investments.

Limited partner amendment application for receiving inheritance

Enterprise’s partner list (after changing).
Soft-copy of new partner’s legal documents (and of the authorised representative and soft-copy of assignment certificate of the authorised representative when new partner is an organisation)
Soft-copy of documents proving the legality of the inheritance document of the heirs.

Limited partner amendment application when one partner do not follow the commitment as prescribed by Clause 47 of Law on Enterprise.

Notifications document when changing business registration content (follow samples) legal representative’s signature;
Enterprise’s partner list (after changing).
Decision, approval decision and soft-copy of meeting minutes of Board of Director meeting for not following the capital contribution commitment.

Limited partner amendment application when giving the capital donation as a present:

If the receiver is the legal heirs then the application shall be the same as the transferring case; Transferring contract or document proving the completion of transferring will be replaced as contract for gift as capital contribution.
If the receiver is not the legal heirs, then the application shall be the same as adding a new partner; The certificate proving capital contribution will be replaced as contract for gift as capital contribution.

Limited partner amendment application when partner using capital contributions to pay debt.

If the debt payee will become the enterprise’s partner, then application shall be the same as adding a new member; In here, The certificate proving capital contribution will be replaced as debt contract or document proving utilising capital as debt payment.
If the debt payee transfers the capital to another person (and this person becomes the enterprise’s partner) then the application shall be the same as the transferring case, attached with debt contract and other documents proving using capital contribution to pay debt.

Application submit procedure:

Enterprise send the Business registration amendment application to Business Registration offices where the headquarter located (at some areas the application can be done online)
After submitting the document, Business Registration offices issue the Receiving documents, checking the legality of the application and issue the new Business registration certificate (with updated information)

Proceeding time: from 01 to 03 working days.

Remarks:

For partners who are foreign organisations then soft-copy of legal documents need to be legalised at respective countries’ General Consulates.
Partner list must include partner’s signature and partner that have capital amendment (do not include the person who are no longer partner – when that person already sold of the the capital contribution), the partner whose capital contribution changed signature is not requested.

Should you have any questions, please don’t hesitate to contact An Luat Vietnam for consultation, support. Our law firm with experienced lawyers, always available to support enterprises in completing the suitable application, as well as completing the application, relevant procedures to guarantee legal safety and lawful benefits for clients’ activity.