Question

Law firm in Danang, Vietnam advise about law and regulations in case  members of an LLC company contribute non-monetary assets to the charter capital ?

Answer

Valuation of assets contributed as capital upon establishment of a company in Vietnam ?

Assets contributed as capital but not denominated in Vietnamese Dong, freely convertible foreign currency or gold must be valued by members, founding shareholders or professional price evaluation organizations, and must be denominated in Vietnamese Dong.

Assets contributed to an enterprise upon its establishment shall be valued by members or founding shareholders on an agreed basis or shall be valued by a professional price evaluation organization. In the case of valuation by a professional price evaluation organization, the value of the assets contributed as capital must be approved by a majority of members or founding shareholders. If the assets contributed as capital are valued at more than their actual value at the time of capital contribution, the members or founding shareholders must jointly make additional contribution in an amount equal to the difference between the valuation and the actual value of the assets contributed as capital at the time of completion of the valuation, and concurrently, are jointly liable for any loss and damage caused by the contributed assets being valued intentionally at more than their actual value.

Valuation of assets contributed as capital during the course of operations of a company:

Assets contributed as capital during the course of operations shall be valued on the basis of agreement between the owner or the board of members in the case of a limited liability company or partnership or the board of directors in the case of a shareholding company and the person making the capital contribution or by a professional price evaluation organization. Where a professional price evaluation organization conducts the valuation, the value of the assets contributed as capital must be accepted by the person making the capital contribution and the enterprise. Where the assets contributed as capital are valued at more than their actual value at the time of capital contribution, the person making the capital contribution, the owner or members of the board of members in the case of a limited liability company or partnership or members of the board of directors in the case of a shareholding company shall jointly make additional contribution in an amount equal to the difference between the valuation and the actual value of the assets contributed as capital at the time of completion of the valuation, and concurrently, are jointly liable for any loss and damage caused by the contributed assets being valued intentionally at more than their actual value (Article 37 Law on Enterprises No. 68/2014/QH13 dated 26 November2014)./.

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DMS Law firm in Vietnam
Director
(Signed)
Lawyer Do Minh Son