02/10/2023

LIMITED LIABILITY COMPANIES

Organizational structures -
owners’ rights and obligation

LIMITED LIABILITY COMPANIES

What are limited liability companies and their members are those who contribute capital
nature? (Article 46 and 74, the law on enterprises 2020)
A limited liability company is an enterprise having
legal person status and in which:
- Its members can be individuals or organizations;
- The number of members must not exceed 50;
- Its members will be liable for debts and other
property obligations of the companies within the
amount of capital contributed to the companies;
- Shares are not allowed to be issued;
- Bonds can be issued in compliance with law.
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What are limited liability companies and their

nature? (Article 46 and 74, the law on enterprises 2020)
Owned by individuals
or/and organisations

Can issue Not exceeding

bonds 50 members
Limited liability
companies
=
Enterprises

Not allowed to Legal person

issue shares
Owners having Limited
liability
4

What are limited liability companies and their

nature?

Members = individuals
Legal person or organisations
(not more than 50 members)

Limited liability
companies
=
Enterprise

Limited liability
Can issue bonds but not (liable within the amount of
shares capital contributed to the
company)
5

How many types of limited liability

companies are there?

Limited liability
companies

Single member – limited Limited liability companies

liability companies with two or more members
(Owned by one individual or (Owned by two or more individuals
organisation) and/or organisations)

Owned by an Owned by an
individual organisation

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• Organizational structure
I

• Members’ rights and obligations

II

Structure of single member limited

liability companies of individual
owners
(Article 85, the law on enterprises 2020)

Company president
(owner)
Representative
in law

Director/general director
Note:

- The president may work concurrently as a director/general director.

- Director/general director can be hired.

- The representative(s) in law can be the president or/and the

director/general director à defined by the charter.
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Who can be a director or general director? individuals who are forbidden:

Ø Individuals who are

not forbidden to
manage an enterprise
by article 17(2), the
law on enterprises
2020.

10

What are the duties and rights of a director/general director?

Where will my rights

and duties be stated?

Duties and rights of a director/general

director shall be regulated in the
company’s charter and the
employment contract.

11

Summary:
The structure of single member limited liability
companies with individual owners

Structure
The company Representative in law:
president
- Represent the company before courts,
(owner) arbitrations, or enter into and perform
the company’s transactions.
Can
concurrently be
- At least one resides in Vietnam.
- The only representative must authorise
Director/general another to perform their duty when
director absent from Vietnam.

Director/general director:
- Must be individuals who are not forbidden to manage enterprises by Article 17.2,
the law on enterprises 2020.
- His duties and rights will be regulated in the charter and employment contract. 12

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Case study
unlimted liability companies: higher risk, higher reward because banks
Thien Trang single-member limited liability company with an individual
owner has two representatives in law including the chairman and the director. will be more inclined to lending money
On 15th April 2015, the chairman’s wife gave birth in the U.S. so he went to
the U.S. to take care of his wife. When he left, he informed only the director
about the leave but he did not authorise any other person to perform his duties.
On 30th May 2015, an employee who was sacked started a lawsuit against the
company relating to compensation of being unemployed. The court sent the
company a call to attend at the first-instance on 15th June 2015.
By the 15th June 2015, the chairman had still not returned.
1. Who will represent the company as a defendant at the court on 15th June
2015? director
2. The same question above, but the chairman is the only representative in
law and he authorised the director to perform his duties for 30 days from
15th April 2015 in writing. chairman
3. The same question above, but the chairman is the only representative in
law and he called to authorise the director to perform his duties on 10th
June 2015. chairman bc the calling does not count 13

(has to be written)

Structure of single member limited

liability companies of organisational
owners
(Article 79, the law on enterprises 2020)

14

Draw a possible organizational structure of

the following limited liability companies

Who has the highest power in making decisions?

15

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How are single member limited liability

companies of organisational owners structured?
1st structure 2nd structure
The company president Member’s council
(One representative of the (More than one
owner) representative of the owner)

Board of controllers Board of controllers

(Compulsory for state owned (Compulsory for state owned
enterprises) enterprises)

Director/general Director/general
director director

Note:
Ø Representative in law: - the chairman of member’s council, or
- the company president, or director/GD
Ø The representative’s duties and requirements which the
representative must meet: Art.13 and 14, law on enterprises 2020 16

Who can be a company president?

(Article 17.2, the law on enterprises 2020)

Individuals who are not

forbidden to manage an
enterprises by article 17(2),
the law on enterprises 2020.

17

Who can appoint a company president?

(Article 81, the law on enterprises 2020)

The owner

Ø The company president will be appointed by the owner

18

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What are the rights and duties of a company president?

(Article 81, the law on enterprises 2020)

• Exercise the owner’s rights and obligations on

his/her behalf.
• The president’s decisions relating to performance of
the rights and obligations of the owner will only
take effect on the date of approval by the owner.

• Exercise the company’s rights and obligations on its

behalf except in cases where the director/general
director is in charge.

• Be responsible before the owner and law for the

performance of the rights and obligations

19

How are single member limited liability

companies of organisational owners structured?
1st structure 2nd structure

The company president Member’s council

(One representative of the (More than one
owner) representative of the owner)

Board of controllers Board of controllers

(Compulsory for state owned (Compulsory for state owned
enterprises) enterprises)

Director/general Director/general
director director

20

How is a member’s council structured? (Article 80, the law on

enterprises 2020)

The chairman of member’s

council Number of members:
from 3 to 7

Term: not exceeding 5

years

Member Member Member

• The members will be appointed or relieved by the

owner
• The chairman will be appointed by the owner, or
elected by the members based upon the principle of
majority
21

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Who can be appointed as a member of the

member’s council? (Article 17.2, the law on enterprises 2020)

— Individuals who are not

forbidden to manage an
enterprise by article 17(2),
the law on enterprises 2020.

22

What do members of the member’s council do?

(Article 80, the law on enterprises 2020)

• Exercise the owner’s rights and obligations on

his/her behalf.

• Exercise the company’s rights and obligations on its

behalf except in cases where the director/general
director is in charge.

• Be responsible before the owner and law for the

performance of the rights and obligations

23

What does the chairman of member’s council do?

(Article 79.3 and 57, the law on enterprises 2014)

• Prepare working programs and plans of the member’s council

• Prepare the agenda, contents and materials for meetings of the

Members' Council or the members' comments

• Convene and preside meetings of the Members' Council or

organize the gathering of the members' comments

• Supervise, or organize the supervisions of, the implementation

of resolutions made by the Members' Council

• Sign on behalf of the Members' Council its resolutions

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Who can convene a meeting of the member’s council?

(Article 80, 57 and 49, the law on enterprises 2020)

The chairman of the

member’s council

Or
- Members or group of members representing
10% and above of the charter capital, or a
smaller percentage as allowed by the charter.
Or
- Members or group of members representing
lower than 10% of the charter capital if there is
one member representing more than 90% of
the charter capital, and the charter doesn’t allow
a smaller percentage.
If the chairman doesn’t convene the meeting within
15 days from the date of receiving their request.
25

When will a meeting of the member’s council be conducted?

(Article 80, the law on enterprises 2020)

At least 2/3 of total members attend the meeting

26

How will a resolution of the member’s council be passed?

(Article 80, the law on enterprises 2020)

Ø Resolutions relating to amendment,

supplementation to the charter,
reorganisation of the company, transfer
of charter capital
• At least 75% of the attending
members approve, or
• The attending members who
holds at least 75% of total
votes, approve

Ø Resolutions relating to other matters

• At least more than 50% of the
attending members approve, or Each member has one vote
Unless otherwise provided by the charter
• The attending members who
holds at least more than 50%
of total votes, approve
27

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Whose approvals are needed to pass a

resolution in the following cases?
VNPT Vietnam has 5 members including:
1. Tran Manh Hung – Chairman of the members’ council
2. Pham Duc Long
3. Nghiem Phu Hoan
4. Do Vu Anh
5. Ho Duc Thang

The company needs to pass resolutions on important matters of

the company such as an amendment to the charter, and an
annual financial statement. The meeting is convened but Mr.
Hung is unable to attend the meeting due to health issues.
Beside this, after looking at documents, Mr. Anh disagrees
with contents in the documents.
28

How are single member limited liability

companies of organisational owners structured?
1st structure 2nd structure

The company president Member’s council

(One representative of the (More than one
owner) representative of the owner)

Board of controllers Board of controllers

(Compulsory for state owned (Compulsory for state owned
enterprises) enterprises)

Director/general Director/general
director director

29

What is the position of a director/general director in the

company? (Article 82, the law on enterprises 2020)

A person managing day to day, the

company’s business operation

30

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Who can be a director/general director?

(Article 82, the law on enterprises 2020)

The chairman, the president or

Individuals must meet all or other member of the
the following requirements:
member’s council

1 Not being person specified

in Article 17.2, the law on
enterprises 2020

Having professional
qualifications and
2 experience in business
administration unless
otherwise provided by the
charter
31

Who can appoint or hire a director/general director?

(Article 82, the law on enterprises 2020)

The company The member’s

president council
(1st structure) (2nd structure)

32

How long is the term/duration of a director/general

director? (Article 82, the law on enterprises 2020)

Duration

A director/general director’s duration is not exceeding 5 years

33

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What are the rights and obligations of a director/general director?

(Article 82, the law on enterprises 2020)

1. Organize the performance of resolutions of the member’s

council or the company president.

2. Decide on all matters related to day to day business operations.

3. Issue the company’s rules and regulations.

4. Recruit employees.

5. Sign contracts on behalf of the company except in cases where

the chairman, or the president is in charge

6. Other rights and obligations.

34

How are single member limited liability

companies of organisational owners structured?
1st structure 2nd structure

The company president Member’s council

(One representative of the (More than one
owner) representative of the owner)

Board of controllers Board of controllers

(Compulsory for state owned (Compulsory for state owned
enterprises) enterprises)

Director/general Director/general
director director

35

How many controllers in a board of

controllers are there? (Article 65, law on enterprises 2020)

01 to 05 controllers

36

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Who can be a controller? (Article 169, the law on enterprises 2020)

Individuals must meet all the following
requirements:
• Not being person specified in Article 17.2, the
law on enterprises 2020

• Not being relatives of the member’s council, the

company president, the director/general
director, or other managers
(Article 4.22 the law on enterprises 2020)

• Having a qualification in economics, finance,

law, business administration accounting and
auditing, or a major relevant to business lines of
the company (the chief must have a bachelor
degree – art 168, law on enterprises 2020)
• Not hold any management positions in the
enterprise (art 4.24, law on enterprises 2020)
37

Can the following person work as a

supervisory at VNPT?

Mr. Trần Mạnh Hùng

Father-in-law
Child
Girlfriend
38

Who can appoint a controller?

(Article 76, the law on enterprises 2020)

The owner
inspectors

Ø Controllers will be appointed by the owner

39

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How long is the term/duration of a controller?

(Article 65, the law on enterprises 2020)

Duration

A controller’s duration is not exceeding 5 years

40

What does a controller do?

(Article 105, the law on enterprises 2020)

Observe, check, supervise the member’s council, members of the members’

council, the company president and the director/general director in
performing the owner’s rights, managing and conducting the business.

41

Summary:
The structure of single member limited liability company
with organisational owners
Appoint
Board of
The owner
controllers Appoint

Elect Chairman of
The company president Or Member’s council
(one representative) (two or more representatives)
the member’s
council

Appoint
Work Work
concurrently concurrently
Director/general director
§ Representative in law: The president or the chairman, or director unless otherwise provided
§ The managers: - Conditions to be appointed: Not being persons listed in the article17.2,
and having appropriate qualifications and work experience.
- Duration: not exceeding 5 years
§ Member’s council: - Conditions for conducting the meeting: at least 2/3 members attending.
- Convening the meetings: the chairman or members representing ≥ 10% the capital
- Passing the resolutions: (usually) ≥ 50 percent of the attendants approve 42

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Members’ rights and obligations of

single member limited liability
companies

43

Rights Obligations
(Article 76, the law on (Article 77, the law on
enterprises 2020) enterprises 2020)

• Change the charter • Contribute the charter

capital capital sufficiently as
committed
• Transfer or donate the
contributed charter to • ………….
others

44

Changing the capital (Article 87, the law on enterprises 2020)

Decrease the capital

Return part of the contributed
capital
Conditions: The capital has not been
- 2 years operation paid in full and on time
- Ensure all debts and property
obligations are paid in full after
returning

Increase the capital

The owner makes
additional investment
Other persons contribute
additionally
Consequences: change the company type
to
- Limited liability company with two or
more members, or
- Joint stock company 45

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Transfer or donate the contributed capital to

others (article 78, the law on enterprises 2020)

Transfer or donate part of the contributed capital

• Consequences: change the company type to

- Limited liability company with two or more member

or
- Joint stock company

46

Contribute the charter capital sufficiently

as committed (article 75, the law on enterprises 2020)
Must contribute sufficiently the amount and the
right property as committed within 90 days after
being granting an enterprise registration certificate
• Consequences of the failure to perform the obligation:

- Register for adjustment of the charter capital within 30

days from the last due date.

- Be liable for all financial obligations arising before the

registration for the adjustment within the amount
committed to contribute.

- Be liable for all damages caused from the failure with

all of the owner’s property 47

Exercise the owner’s rights in some

special cases (article 78, the law on enterprises 2020)
The owner is detained, serving an imprisonment penalty,
1 sent to a detoxification centre or a compulsory educational
centre

• Through authorised persons

2 The owner who is an individual dies

• Their heirs will automatically be an owner of, or a member of the
company.

3 The owner is banned by the court to do certain jobs

• Suspend or stop doing business

48

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Discussion: Which of the following

are state-owned enterprises? Explain.

VIETNAM
VIETNAMAIRLINES
ELECTRICITY
49

Limited liability
companies

Single member – limited Limited liability companies

liability companies with two or more members
(Owned by one individual or (Owned by two or more individuals
organisation) and/or organisations)

Owned by an Owned by an
individual organisation

50

Structure of limited liability

companies with two or more
members
(Article 54 - 65, the law on enterprises 2020)

51

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(Article 54, the law on enterprise 2020)

Chairman
Member’s
of the member’s council
council

Director/general Board of
director controllers

Can concurrently be
Compulsory for state-owned
enterprises and subsidiary companies
of state- owned enterprises

Note: Representatives in law

- Representatives in law will be defined in the company’s charter.
52

Features of the member’s council

(Article 55, the law on enterprises 2020)

- Its position in the company: The highest decision making body.

- Its members: Individuals and organisations contributing capital into the
company.
- When the members will meet: frequent meetings will be regulated by the
charter but at least they will meet once a year.

53

Who can convene a meeting of the member’s council?

(Article 57, the law on enterprises 2020)

Chairman of the member’s

council

Or
- Members or group of members holding 10%
and above of the charter capital, or a smaller
percentage as allowed by the charter.
Or
- Members or group of members holding lower
than 10% of the charter capital if there is one
member holding more than 90% of the charter
capital, and the charter doesn’t allow a smaller
percentage.
If the chairman doesn’t convene the meeting within
15 days from the date of receiving their request.
54

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When will a meeting of the member’s council be conducted?

(Article 58, the law on enterprises 2020)

1st • Attending members must own at

convening least 65% of the charter capital.

• Attending members must own at

least 50% of the charter capital
2nd
convening • Convening within 15 days after
the intended date of the first
meeting

• Irrespective of the number of

attending members and the
amount of charter capital
3rd represented by the attending
convening members.
• Convening within 10 days after
the intended date of the second
meeting 55

Who can join meetings of the member’s council?

(Article 58, the law on enterprises 2020)

Organisations contributing Individuals contributing

capital into the company capital into the company

Authorised
representatives
Note:
Organisations owning at least 35 %
of the capital can have maximum 3
authorised representatives 56
(Article 14.2, the law on enterprises 2020)

How many forms are there to approve resolutions of the

member’s council? (Article 59, the law on enterprises 2020)

Vote at the meetings Collect written Other forms

opinions provided by the
charter
Apply in the following cases
unless otherwise provided by
the charter
• Amend, supplement the charter
• Decide the company’s orientation
development
• Elect, appoint, dismiss the chairman,
the director/general director
• Adopt annual financial statements
• Reorganize, dissolute the company 57

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How are resolutions of the member’s council passed?

(Article 59, the law on enterprises 2020)

Vote at meeting Collect written opinion

Gain votes representing at Gain votes representing at

least 75% of the total least 65% of the total Gain votes representing at
contributed capital of the contributed capital of the least 65% of the total capital
attending members attending members

- Decide to sell assets valued at

50% or more of the total assets
recorded in the latest financial
statement (unless the charter
allows a smaller percentage)

Other cases All cases

- Amend, supplement the charter

- Reorganize or dissolve of the

company
58

In order to pass a resolution on admission of

a new member, the members’ council must
have at least approvals of ____________in
at least 75%
the following case. of the
attending
members
Mecta Limited Liability Company (Mecta) has
four members including Vy, An, Thanh and Binh.
Vy contributed 2.2 billion dong, An 2 billion dong,
Thanh 3.3 billion dong and Binh 2.5 billion dong.
Thanh is unable to attend the meeting due to
personal problems.

59

What are the rights and obligations of the member’s

council? (Article 55.2, the law on enterprises 2020)

Approve loan agreements, contracts for sale of assets valued at 50

or more percent of the total value of assets recorded in the most
recently published financial statements unless the charter allows a
smaller percentage

Approve contracts between the company and individuals listed in

the article 67 the law on enterprises 2020

Elect, appoint, dismiss the chairman, the director/general

director, the chief accountant and other managers as provided by
the charter

…………….
60

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(Article 54 the law on enterprise 2020)

Chairman
Member’s
of the member’s council
council

Director/general Board of
director controllers

Can concurrently be
Compulsory for state-owned
enterprises and subsidiary companies
of state- owned enterprises

Note: Representatives in law

- Representatives in law will be defined in the company’s charter.
61

Chairman of the member’s council

(Article 56, the law on enterprises 2020)

- How is the chairman selected: members of the member’s council will elect
one member to work as the chairman of the member’s council.
- Term: not exceeding 5 years.
The chairman can be re-elected an unlimited number of times
- Resolutions in the case that the chairman is absent or incapable to exercise
his duties:
+ The chairman must authorise another member to perform the duties in
writing based upon principles provided by the charter.
+ If there is no authorisation, the member’s council will elect another
person to temporarily exercise the duties based upon the principle of
majority. 62

What does the chairman do?

• Prepare working programs and plans of the member’s council

• Prepare the agenda, contents and materials for meetings of the

Members' Council or the members' comments

• Convene and preside meetings of the Members' Council or

organize the gathering of the members' comments

• Supervise, or organize the supervisions of, the

implementation of resolutions made by the Members' Council

• Sign on behalf of the Members' Council its resolutions

63

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(Article 54 the law on enterprise 2020)

Chairman
Member’s
of the member’s council
council

Director/general Board of
director controllers

Can concurrently be
Compulsory for state-owned
enterprises and subsidiary companies
of state- owned enterprises

Note: Representatives in law

- Representatives in law will be defined in the company’s charter.
64

Features of Director/general director

(Article 63, the law on enterprises 2020)

• A person managing day to day

the company’s business
operation

• Appointed or hired by the

member’s council

• Be responsible to the
member’s council for
exercising his duties

65

Who can be hired or appointed as a director/general director?

(Article 64, the law on enterprises 2020)

— Individuals who meet all the following requirements can be

hired or appointed as a director/general director of limited
liability companies with two or more members:

Not forbidden to manage an enterprise by article

17.2, the law on enterprises 2020.

Must not a relative of the parent company

and representatives for the state capital
(If the company is a subsidiary company of
state-owned enterprises or a state – owned
enterprises)
Hold professional qualifications
and experience in business
administration unless otherwise
provided by the charter

66

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What are the rights and obligations of a director/general director?

(Article 63, the law on enterprises 2020)

1. Organize the performance of resolutions of the member’s

council or the company president.

2. Decide on all matters related to day to day business

operations.

3. Recruit employees.

4. Sign contracts on behalf of the company except in cases

where the chairman is in charge

5. Other rights and obligations.

67

(Article 54 the law on enterprise 2020)

Chairman
Member’s
of the member’s council
council

Director/general Board of
director controllers

Can concurrently be
Compulsory for state-owned
enterprises and subsidiary companies
of state- owned enterprises

Note: Representatives in law

- Representatives in law will be defined in the company’s charter.
68

Board of controllers

Who can be a controller?

In Article 168, 168,
Regulate 106,170 - 174

What are the rights and

obligations of the board of
controller?

69

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Summary:
The structure of limited liability companies
Member’s council:
- Position: the highest decision
making body
- Meetings of the me mbers : at least
once a year
- Meetings conve ned by: the
Chairman chairman or groups of members
Member’s provided in the article 50
of the member’s council - Resolutions usually passed: if
gaining votes representing at least
council 65 % of the total capital of
attending members
The chairman:
- Elected from a member of
the member’s council
- Term: not exceeding 5
years
- Duties:
+ Convene meetings of
Director/general Board of
the member’s council director controllers
+ Sign resolutions of the
member’s council on its
behalf.
Can concurrently be
+ Others
Director/general director: Compulsory for state-owned
- Position: managing day to day business operations
enterprises and subsidiary companies
- Who can be a director/ge neral director: Individuals who
meet requirements stated in the article 64 of state- owned enterprises
- A director/general director can be appointed or hired by
the member’s council. Supervisory board: Article 168, 169,
106, 170 - 174 70
- Duties: see the article 63

Members’ rights and obligations of

limited liability companies with two
or more members

71

Rights Obligations
(Article 49, the law on (Article 50, the law on
enterprises 2020) enterprises 2020)
• Decide on changing the charter
capital • Contribute the charter capital
• Transfer or donate the sufficiently as committed
contributed charter to others
• Sue the chairman, director or • ………….
general director, and other
managers
• Distribute profits
• …………

72

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How will Hieu be liable for his

enterprise’s debt in the following
case?
Hieu committed to contribute 500 million dong
(50% of the charter capital) into Huong Duong
limited liability company which has 4 members
including Hieu in 2010. In 2011 Huong Duong got
into debt of 3 billion dong which would be due in
January 2014. Till January 2014, Hieu just
contributed 300 million dong and there was no
change made to the charter capital

73

Changing the company capital

(Article 68, the law on enterprises 2020)

Decrease the capital

Return part of the contributed capital to
members in proportion respective to their
capital contribution ratios The capital Buy back the
Conditions:
has not been contributed
paid in full capital of its
- 2 years operation and on time members
- Ensure all debts and property obligations are
paid in full after returning

Increase the capital

Increase the contributed capital of Raising contributed capital from new

members members

74

Transfer the contributed capital

(Article 51 and 52, the law on enterprises 2020)

Transfer the contributed

capital to the company Transfer the contributed
through requests for buy capital to others
back

In case:
Vote against resolutions relating
In case:
to
No remaining members
- Amendment, supplementation
buy or buy in full within
of member’s rights and 30 days from offering date
obligations in the charter.
- Reorganisation of the company

75

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Donate the contributed capital

(Article 53, the law on enterprises 2020)
Spouse, parent, child or a
relative up to the third rank
of inheritance
Naturally
become

Company’s members

If the member’s
council approve

Others

Members can donate a part or whole of

their contributed capital to others
76

Rights to sue the company’s

managers (Article 72, the law on enterprises 2020)

The company’s members can sue the chairman of the member’s council,
director or general director, the company’s representative in law, or other
managers in case:
1. They fail to perform article 71
2. They fail to comply with or fully and punctually perform their rights and obligations
as prescribed by law, the company's charter, resolution or decision of the member’s
council
77
3. Other cases

Contribute the charter capital sufficiently

as committed (Article 47, the law on enterprises 2020)
Must contribute sufficiently the amount and the
right property as committed within 90 days after
being granted an enterprise registration certificate
• Consequences of failure to perform the obligation:
- Cease to be a member of the company if failing to contribute the capital as
committed.

- Having rights and obligations respective to the contributed amount if failing to

contribute the capital in full.

- Register for adjustment of the charter capital within 30 days from the last due
date if the capital is not contributed or contributed in full as committed.

- Be liable for all financial obligations arising before the registration for the
adjustment within the amount committed to contribute.

- The unpaid capital can be offered for sales under a decision of the member’s
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Exercise the member’s rights in some

special cases (article 53, the law on enterprises 2020)
A member is detained, serving an imprisonment penalty,
1 sent to a detoxification centre or a compulsory educational
centre

• Through authorised persons

2 A member dies
• Their heirs will automatically be a member of the company.
• Their heirs can sell or request the company to buy back the contributed
capital if they do not want to be come a member of the company

3 A member is banned by the court to do certain jobs

• Suspend or stop doing business

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How will Hieu be liable for his

enterprise’s debt in the following
case?

Hieu committed to contribute 500 million dong

(50% of the charter capital) into Huong Duong
limited liability company which has 4 members
including Hieu in 2010. In 2011 Huong Duong got
into debt of 3 billion dong which would be due in
January 2014. Till January 2014, Hieu just
contributed 300 million dong and there was no
change made to the charter capital
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Case study
In October 2014, IDC limited liability company was established by
Hoa and Tien. In January 2015, Hoa invited his girlfriend, Xuan, to
contribute 450.000.000 dong into the company. The company
issued a certificate to confirm Xuan’s contribution and changed the
content of the business registration certificate. In December 2015,
Xuan used her land use rights to guarantee for the company’s loan
while Hoa and Tien promised that they would change the business
registration certificate to increase Xuan’s contribution up to
1.200.000.000 dong.

In September 2018, Xuan took the company to courts as they have

not changed her contribution to 1.200.000.000 dong.
The company refused to change the business registration certificate
as Xuan hasn’t contributed any money in cash.
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