Limited company has a capital contribution period of 90 days, so what should the company do if a member violates the commitment to contribute capital to the company?

Legal grounds:

• Enterprise Law No. 59/2020/QH14.

When establishing an enterprise, members of a limited liability company must declare the charter capital and specific amount of contributed capital of each member. Company members must comply with capital contribution commitments regarding the type of assets to contribute capital, and the time of capital contribution.

The time limit for capital contribution is within 90 days from the date the company is granted the Certificate of Business Registration.

Within the time limit mentioned above, members have rights and obligations in proportion to the committed capital contribution ratio. So what if members violate the capital contribution deadline? When the above time limit expires, but a member has not contributed the full amount of capital as committed, how should the company handle it?

According to the provisions of Article 47 of the Law on Enterprises, if the capital contribution time limit expires but the company does not have enough charter capital, the following actions shall be taken:

1. For members who violate commitments

• A member who has not contributed capital as committed is automatically no longer a member of the company
• A member who has not fully contributed the committed capital contribution has the rights corresponding to the contributed capital amount
• Any member who has not contributed capital or has not fully contributed the committed capital amount shall be responsible in proportion to the committed capital contribution ratio for the financial obligations of the company arising in the period before the date the company registers to change its charter capital.

2. For the company

• Within 30 days from the last day to fully contribute the capital as commitment, the company must register to change the charter capital, the proportion of capital contribution of the members is equal to the contributed capital .
• The Members’ Council has the right to offer to sell the unpaid portion of the capital