CONTRIBUTION OF CAPITAL FOR ESTABLISHMENT OF ONE MEMBER LIMITED LIABILITY COMPANIES

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"AN NGUYÊN - AN TÂM GỬI TRỌN NIỀM TIN"

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"AN NGUYÊN - AN TÂM GỬI TRỌN NIỀM TIN"

CONTRIBUTION OF CAPITAL FOR ESTABLISHMENT OF ONE MEMBER LIMITED LIABILITY COMPANIES

Law on Enterprises no. 68/2014/QH13 (“2014 Law”) officially took effect on July 1st 2015, as a substitute of Law on Enterprises no. 60/2005/QH11 (“2005 Law”) promulgated on November 29th 2005. In comparison with 2005 Law, 2014 Law changed and amended some new articles. 2014 Law amended a new article about contribution of capital for establishment of one member limited liability companies (One member co., LTD”). Specifically, Article 74 2014 Law stipulated new provisions as follows:

Definition of charter capital of One member co., LTD at the time of enterprise registration

2014 Law defined clearly and specifically about charter capital at the time of enterprise registration to remedy the misfeasance, understand inconsistency in the 2005 Law (2005 Law just defined about “charter capital” at Clause 6 of Article 4), 2014 Law stipulated that “Charter capital of a one member limited liability company at the time of enterprise registration is the total value of assets committed to be contributed by the owner and recorded in the company charter”.

Time – limit for owner shall make sufficient capital contribution as committed

2014 Law stipulated that the owner must make contribution in full and in type of assets as committed when registering establishment of an enterprise, within 90 days from the date of issuance of the enterprise registration certificate. In comparison with Decree with No. 102/2010/NĐ-CP detailing a number of articles of the 2005 Law on Enterprise, this period is much shorter, specifically according to Clause 3 of Article 6 of that Decree, the owner must make fully contribution and in type of assets as committed when registering establishment of an enterprise, within 36 months after being granting an enterprise registration certificate. Simultaneously, 2014 Law foresaw that if the owner fails to contribute in full to the charter capital within the stipulated period, owner must register for adjustment of the charter capital equal the actually contributed capital amount within 30 days since the last day the charter capital was due to be fully contributed.

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