Issue 010823 – The register of members

Dear Valued Clients,

The register of members in a multi-member limited liability company  (hereinbelow referred to as “The Company”) is an important document that the company must prepare immediately after receiving the Enterprise Registration Certificate. Therefore, in the initial stage of company formation and throughout the operation process, the company needs to pay attention to legal issues related to the register of members for convenience during operation.

To order to better understand the concept and regulations of the law on the registration of the register of members, the client can read our below article.

1. Legal provisions on the register of members

The register of members is one of the necessary documents for a multi-member limited liability company. The register of members plays the role of keeping necessary information related to organizations and individuals contributing capital to the Company and information related to the capital contribution.

The difference between the register of members and the capital contribution certificate is recorded for the individual and kept by the individual; the register of members records the members and is kept by the Company. Therefore, when there is a dispute over capital contribution, in addition to the capital contribution certificate, the register of members is also a document for comparison and dispute settlement. Or when a member loses or damages the capital contribution certificate or the information on the capital contribution certificate has errors, the Company member wants to be re-issued with the capital contribution certificate, the register of members will be the basis for the Company to rely on the re-issue capital contribution certificates to members.

According to the provisions of Article 48.1 of the Enterprise Law 2020, the register of members must be made immediately after the Company is granted the Enterprise Registration Certificate. The Company is responsible for promptly updating changes of members in the register of members at the request of the relevant member and in accordance with the provisions of the Company’s charter.

Because the register of members is the place to record information about the company member’s contributed capital, which is one of the important documents, it will be kept at the Company’s head office in accordance with the law[1].

In case a member of the Company transfers contributed capital to another individual or organization, the register of members must promptly update and supplement information. In case the register of members has not updated information on the change of capital contribution transfer in a timely manner, the owner of the capital contribution as recorded in the register of members still has the rights and obligations towards that capital contribution until the date of registration when the transfer information is updated.

2. Form and contents of the register of members

Depending on the purpose and conditions of the Company, the Company may choose the appropriate form to set up the register of members. According to the provisions of Article 48.1 of the Enterprise Law 2020, the register of members can be a paper document, a collection of electronic data recording information on ownership of contributed capital of company members.

According to the provisions of Article 48.2 of the Enterprise Law 2020, a register of members must include the following main contents:

(i)      The Company’s name, EID number, and headquarters address;

(ii)      Full name, signature, mailing address, nationality, and legal document numbers of members that are individuals; names, EID numbers or legal document numbers and headquarters addresses of members that are organizations;

(iii)     Stakes, holdings, contributions time, types of contributed assets, quantity and value of each type of contributed assets of each member;

(iv)     Signatures of members that are individuals and of legal representatives of members that are organizations;

(v)      The number and date of issuance of the certificate of capital contribution of each member.

3. Mistakes related to the register of members

According to the provision of Article 52.2 of Decree 122/2021/ND-CP providing for other violations related to the organization and management of enterprises, the following are recorded:

“2. A fine ranging from VND 30,000,000 to VND 50,000,000 shall be imposed for any of the following violations:

1. a) Failure to issue the certificate of capital contribution to a company’s member;
2. b) Failure to make a register of members or register of share-issuing shareholders;
3. c) Failure to put up the enterprise’s name at its head office, failure to put up the name of the branch, representative office, or business location at its location;
4. d) Failure to retain documents at the head office or another location specified in the company’s charter.”

Thus, in case the Company fails to establish a register of members, it may be administratively sanctioned with a fine ranging from VND 30,000,000 to VND 50,000,000. In addition, according to the provision of Article 52.2 of Decree No.122, the Company must simultaneously take remedial measures, specifically being forced to establish a register of members in accordance with the law.

4. The register of members form

                                       THE REGISTER OF MEMBERS

• Pursuant to the Enterprise Law No.59/2020/QH14 passed on June 17,2020; 
• Pursuant to the Company’s Charter [….]

1. The Company names

– Vietnamese name: ……………………………………………………………………………………….

– Business name in foreign language………………………………………………..…….

– Abbreviations: ……………………………………………………………………………………………..

2. Head office address

…………………………………………………………………………………………………..

3. Business registration certificate: No….. by Business Registration Office – Ministry of Planning and Investment…. first time on………
4. Charter capital: ……. VND (In words…. Vietnam Dong).
5. Member’s name, address, and capital contribution amount of each member: 

6. The register of members is kept at the head office of the Company […].

                                                                                                   LEGAL REPRESENTATIVE 

 (Sign and write full name)

As always, we hope you find this Legal Article useful and look forward to working with you in the future.

Kind regards,

ENT LAW LLC

The full version of this Legal Article can be found here.

———————————————————

[1] According to the provisions of Article 48.4 of the Enterprise Law 2020.