Discussion by Duong Nguyen

Group: TEO, THEO, LEO <3

2024-01-12 08:16:27 UTC

Answer: According to the Law on Enterprises in Vietnam, specifically the provisions related to capital contribution, it is generally allowed for a contributor to change the type of assets they initially committed to contributing. However, such a change is subject to the agreement of all parties involved and must comply with the provisions of the company's charter or the agreement among the founders.

In this case, since A, B, and C have already agreed upon their capital contributions, any change in the type of assets contributed by C would require the consent of A and B. If both A and B agree to C's proposal of contributing his 450-million car instead of the factory, then the change can be made. However, if either A or B does not agree, C would not be allowed to change the type of assets contributed.

It's important to note that the specific details and requirements may vary depending on the company's charter, the agreement among the founders, and any applicable regulations or laws in Vietnam. Therefore, it is advisable to consult with a legal professional familiar with the Law on Enterprises in Vietnam for accurate and up-to-date advice in this situation.

Reading information:

Article 52 Assignment of capital contribution portions

1. Except in the cases stipulated in articles 51.4, 53.6 and 53.7 of this Law, a member of a multiple

member LLC has the right to assign a part or all of its capital contribution portion to other persons in

accordance with the following provisions:

(a) Offering such capital contribution portion for sale to all other members in proportion to their

respective capital contribution portions in the company on equal terms of offer;

(b) Assigning to non-members on the same conditions as the offer applicable to other members

as stipulated in sub-clause (a) above when the other members of the company do not

purchase or do not purchase in full within thirty (30) days from the date of the offer.

2. An assigning member still has the rights and obligations owed to the company corresponding to its

relevant capital contribution portion until the details of the purchaser as stipulated in clauses 2(b),

2(c) and 2(d) of article 48 of this Law are fully recorded in the register of members.

3. Where the assignment or change of capital contribution portions by members results in there being

only one member in the company, the company must organize management in the form of a single

member LLC and register the change to its enterprise registration within fifteen (15) days from the

date of completion of the assignment.

Group: Bo lac da den

2024-01-12 08:25:10 UTC

According to Article 47 of the Enterprise Law 2020, company members can only contribute capital to the company with assets other than the committed assets if approved by more than 50% of the remaining members.
=> Therefore, C is allowed to change his capital contribution from his factory to his car with a value equivalent to 450mil when A and B agree.
According to Clause 4, Article 47 of the Law on Enterprises 2020: in case there are members who have not contributed capital or have not contributed the full amount of capital as committed, the company must register to change the charter capital, the capital contribution ratio of the members in number.
=> The company must register to change its charter capital, with the capital contribution ratio of members equal to the amount of capital contributed within 30 days.
Contributed capital must be fully contributed within 30 days from the last day as prescribed in Clause 2 of this Article. Members who have not contributed capital or have not contributed the full amount of committed capital must be responsible in proportion to the committed capital contribution ratio for the company's financial obligations arising in the period before the date of company registration. Sign changes to charter capital and capital contribution ratio of members.
=> B is still a member of the company and is responsible in proportion to the committed capital contribution ratio for the company's financial obligations arising during the period before the date the company registered to change its charter capital and the ratio members' capital contributions.

group Duy x2, Dương, Thibaud, Trang, Bình, Trúc

2024-01-12 08:25:36 UTC

Article 47.2

C may only contribute assets that are different from the promised ones if the change is approved by more than 50% of the remaining members. → Yes

Article 47.3 and Article 47.4

Is B still a member?

3. In case a member fails to contribute or fully contribute capital as promised by the expiration of the period mentioned in Clause 2 of this Article:

a) The member who has not contributed capital at all is obviously no longer a member of the company;

b) The member that has not fully contributed capital will have the rights that are proportional to the contributed capital;

c) The right to contribute the missing capital will be sold under a resolution or decision of the Board of Members.

How to deal with the unpaid capital amount?

4. In the cases mentioned in Clause 3 of this Article, the company shall register the change in charter capital and the members’ holdings within 30 days from the deadline for contributing capital specified in Clause 2 of this Article. The members who fail to contribute or fully contribute capital shall be responsible for the financial obligations incurred by the company during the period before the company registers the change in charter capital and the members’ holdings in proportion to their promised contributions.

Group HUPTK

2024-01-12 08:25:37 UTC

YES
Because the car can be valued in VND, based on Article 34.1.
He is allowed to change his type of contributed asset if more than fifty (50) per cent of other members so agree.", based on Article 47.2
"If any member fails to contribute capital or fails to contribute in full the amount of capital undertaken,
the company must register change of its charter capital [and/or] capital contribution ratios of members equal to the amount of contributed capital within thirty (30) days from the last day on which the capital contribution portion is required to be fully paid" - Article 47.4
-> He need to contribute the capital based on the revised proportion
YES
He is still a member of the company.
Because he fails to contribute in the full amount of capital, he must be responsible for the financial obligations of the company, based on Article 47.4

Cúc cu

2024-01-12 08:30:36 UTC

Q1: C is allowed to change his type of contributed assets on the terms of A and B (which take up more than 50% of the total members) come to a joint agreement of accepting C's contributed assets because according to article 47 section 2:

"Members must contribute capital to the company in full and in the type of assets as undertaken when registering establishment of an enterprise, within a period of ninety (90) days from the date of issuance of the ERC, excluding the duration of transporting or importing assets contributed as capital and conducting administrative procedures for conversion of ownership of assets. Within such period, the members have the rights and obligations corresponding to their ratios of capital contribution as undertaken. A member of the company is only permitted to contribute capital to the company by another type of assets different from the assets undertaken if more than fifty (50) per cent of other members so agree."

Q2: How to deal with the unpaid capital amount?

=> Clause c, section 3, article 47: "The capital contribution portion not yet paid by a member shall be offered for sale in accordance with a resolution or decision of the Members' Council."

Q3:

_ Section 4, article 47: "If any member fails to contribute capital or fails to contribute in full the amount of capital undertaken, the company must register change of its charter capital [and/or] capital contribution ratios of members equal to the amount of contributed capital within thirty (30) days from the last day on which the capital contribution portion is required to be fully paid as prescribed in clause 2 above. Any member failing to contribute or failing to contribute in full the amount of capital undertaken must be responsible for financial obligations of the company in proportion to the capital contribution ratio undertaken which arose prior to the date on which the company registers change of the charter capital and capital contribution ratios of members".

group Nguyen, Ngan, Hai, Nico

2024-01-12 08:37:57 UTC

Article 47.2. Whether C is allowed to change the type of contributed assets depends on the terms specified in the partnership agreement, articles of incorporation, or any other governing documents that the parties agreed upon during the establishment of D Co., Ltd. In many cases, these agreements explicitly outline the types of contributions allowed, the valuation method for non-cash contributions, and the procedures for making changes. Suppose the agreement permits changes in the type of contributed assets and specifies how such changes should be valued and approved. In that case, C may be allowed to contribute the 450-million car instead of the initially committed factory.
3. Request for Payment: The company can formally request B to fulfil the remaining capital contribution of 150 million, bringing the total to the committed amount of 350 million.
- Penalties or Interest: If the agreement includes provisions for penalties or interest for delayed capital contributions, those terms would apply. The agreement should specify the consequences of not meeting the commitment on time.
- Adjustment of Ownership: The company's ownership structure may be adjusted based on the capital contributed. B's ownership percentage may be lower than initially anticipated due to the shortfall in contribution.
- Membership Status: Whether B remains a member of the company may be contingent on meeting the capital contribution requirements. The agreement should outline the consequences of failure to meet the commitment.
- Liability: B may be liable for the unpaid capital amount as per the terms of the agreement. The agreement should specify the consequences for failure to meet capital commitments, which could include reduced ownership, withdrawal, or other actions.