Acquisition of shares of capital contribution in a multi-member LLC

Hi DMS Law firm in Vietnam! We are individual investors. We are negotiating to acquire shares of capital contribution in a multi-member LLC. Could you advise me about transfer of shares of capital contribution in a multi-member LLC in Vietnam ? 

Hi!

Transfer of shares of capital contribution in a multi-member LLC:

Except for the cases stipulated in Clause 3 Articles 52, Clauses 5 and 6 Article 54 of this Law, a member of a multi-member LLC has the right to transfer a part or all of its share of capital contribution to other persons in accordance with the following provisions:

- The member must offer to sell such share of capital contribution to all other members in proportion to their respective shares of capital contribution in the company on equal terms;

- The member shall only permitted to transfer to non-members on the same conditions for offer applicable to other members as stipulated in Point a of this Clause where the other members of the company do not purchase or do not purchase in full within 30 days from the date of offer.

The transferor still has the rights and obligations owed to the company corresponding to the relevant share of capital contribution until the details of the purchaser as stipulated in Points b, c and d Clause 1 Article 49 of this Law are fully recorded in the register of members.

Where the transfer or change of shares of capital contribution by members results in the fact that there is only one member in the company, the company must organize its operation in the form of a single member limited liability company and concurrently register change to its enterprise registration within 15 days from the date of completion of the transfer (Article 53 Law on Enterprises No.68/2014/QH13 dated 11/26/2014).

Related topics:

Acquisition of an enterprise, buying a business in Da Nang

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Transfer of shares of capital contribution in a multi-member LLC