VI The internal restructuring of ownership within an enterprise through the transaction of stakes transferment is a routine yet pivotal activity for the development and stability of a multiple-member limited liability company. When a member decides to transfer their stakes, it is not merely a financial change but an official change of company members, directly affecting the organization’s rights to management, voting, and profit distribution. This process demands absolute legal adherence, as a shortcoming in any step can lead to complex legal ramifications and protracted internal disputes. Proper procedural execution is the guarantee of the legality and validity of the transformation. Let’s explore the necessary legal provisions with Pham Consult to execute this process smoothly and securely.
- Legal regulations on the transfer of stakes in a multiple-member limited liability company
A multiple-member limited liability company is an enterprise with between 02 and 50 members, who can be organizations or individuals. Members are liable for the debts and other property obligations of the enterprise within the scope of the capital they have contributed to the enterprise.
Capital contribution is the total value of assets a member has contributed or committed to contribute to a limited liability company or a partnership. During operation, if a member wishes to withdraw capital from the enterprise, that member may transfer their stakes to another individual or organization.
According to Article 52 of the 2020 Enterprise Law (as amended and supplemented in 2025), a member of a multiple-member limited liability company has the right to transfer a part or all of their stakes to another person as stipulated below:
– Offer the stakes to the remaining members in proportion to their respective stakess in the company, under the same offering conditions.
– Within 30 days from the date of the offer, if the remaining members of the company do not purchase or do not purchase the entire amount, the member has the right to transfer it to a non-member under the same conditions as offered to the remaining members.
Note: The transfering member still retains the rights and obligations towards the company corresponding to the relevant stakes until the buyer’s information is fully recorded in the member register.
- Dossier for changing members of a multiple-member limited liability company due to stakes transfer
The dossier for changing members of a multiple-member limited liability company due to stakes transfer is stipulated in Clause 2, Article 45 of Government Decree No. 168/2025/ND-CP on enterprise registration, including the following documents:
(i) An application form for registration of changes in enterprise registration information;
(ii) The list of members of the multi-member limited liability company. The list must bear signatures of new members and members whose stakes are changed; signatures of members whose stakes are unchanged are optional;
(iii) The transfer contract or documentary evidence of completed transfer;
(iv) Copies of legal documents of the organization and the letter of appointment of authorized representative, in case the new member is an organization.
If a member is a foreign organization, copies of legal documents of that organization must bear consular legalization;
(v) Copy of the written approval from the Investment Registration Authority regarding the capital contribution, purchase of shares, or purchase of stakes by a foreign investor or a foreign-invested economic organization, for cases where the procedure for registering capital contribution, share purchase, or stakes purchase must be carried out in accordance with the Law on Investment.
- Procedure for changing members of a multiple-member limited liability company due to stakes transfer
Step 1: Submit the dossiers
The enterprise prepares 01 set of documents and submits the dossiers to the Provincial-level Business Registration Authority where the enterprise’s head office is located.
Upon receipt of the enterprise registration dossier, the Provincial-level Business Registration Authority issues a receipt and an appointment slip for the result.
Step 2: Dossier review
Within 03 working days from the date of receiving the enterprise registration dossier, the Provincial-level Business Registration Authority reviews the validity of the dossier and issues the Enterprise Registration Certificate to the enterprise as stipulated; if the dossier is not valid, the Provincial-level Business Registration Authority shall issue a written notice specifying the contents that need to be amended or supplemented to the enterprise.
Step 3: Submission of Personal Income Tax Declaration
The member transfering the stakes is responsible for declaring and submitting the personal income tax declaration within 10 days from the effective date of the transfer contract.
