CHANGE MEMBERS OF SHAREHOLDERS What is a COMPANY?
Capital-contributing members are individuals or organizations that jointly contribute capital and register to establish a company. In case a capital-contributing member fails to contribute fully and on time the committed capital amount, the unpaid capital amount shall be considered as a debt of that member to the company; in this case, the relevant capital-contributing member may be expelled from the company by decision of the Members' Council.
A member has the right to dispose of his/her contributed capital by transferring part or all of it, giving it as a gift and otherwise in accordance with the law and the company's charter. “According to Clause 6, Article 50 of the Enterprise Law 2014 on the rights of capital contributors”.
As such, a capital-contributing member has the right to sell or transfer a part of his/her contributed capital to a member of the company or to a person who is not a member of the company.
However, it must be approved by the Members' Council and the legal representative must carry out the procedures for changing capital contributors and send it to the business registration office within 15 days from the date of change. change.
Conditions for CHANGE OF MEMBERS SHAREHOLDERS COMPANY – CAPITAL CONTRIBUTING MEMBERS
a) Contributing in full and on time the committed capital and taking responsibility for the company's debts and other property obligations within the amount of capital contributed to the company.
b) Such capital must be offered to the remaining members in proportion to their contributed capital in the company with the same conditions.
c) Only transfer under the same conditions of offering to non-members if the remaining members of the company do not buy or buy all of them within 30 days from the date of offering.
d) A member has the right to request the company to buy back his or her share of capital contribution, if that member has voted against the resolution of the Members' Council on the following issues: Amendment and supplementation of contents content in the company's charter relating to the rights and obligations of members and the Members' Council; Reorganization of the company; Other cases as prescribed in the company's charter.
Cases where a CAPITAL CONTRIBUTION member is not entitled to transfer the CONTRIBUTED CAPITAL
Capital-contributing members are not entitled to transfer their contributed capital in the following cases:
a) Capital-contributing members fail to contribute fully and on time the committed capital amount.
b) Not to transfer their capital contribution to a person who is not a capital contributing member in case the Members' Council/Remaining members object.
c) Has not committed or has not fulfilled its obligations about the company's debts within the registered capital amount.
d) Other special regulations as required by the Court or Business Registration Office.
Procedure for change CHANGE MEMBERS OF SHAREHOLDERS COMPANY
Enterprises register to change capital contributors in the following cases:
Case 1:
Former member transfers part or all of contributed capital DOCUMENTATION REQUIREMENTS: Notice of member change (specified form); Transfer contract/transfer completion document (reference form); Certified copy of the new member's personal papers.
Case 2:
Receiving additional capital contribution from new members (Increasing charter capital)
DOCUMENT FOR REQUEST TO CHANGE MEMBERS OF SHAREHOLDERS OF THE COMPANY:
➡️ Member change notice.
➡️ Member list after change.
➡️ Decision of the Members' Council on the change.
➡️ Minutes of the meeting of the Members' Council on the change.
➡️ Certified copy of the new member's personal papers.
Case 3:
Capital contributors do not contribute enough capital as committed
DOCUMENT FOR REQUEST TO CHANGE MEMBERS OF SHAREHOLDERS OF THE COMPANY:
➡️ Member change notice.
➡️ Member list after change.
➡️ Decision of the Members' Council on the change.
➡️ Minutes of the meeting of the Members' Council on the change.
➡️ Certified copy of the new member's personal papers.
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See more:
ESTABLISHMENT OF A DIRECT FOREIGN CAPITAL COMPANY
