Slide LDN (hệ E) C4 - Luật Doanh Nghiệp UEL

CHAPTER 4 LIMITED LIABILITY COMPANY Part 1 Multi-member limited liability company Overview I. Overview II. Legal regulations III. Organizational structure IV. Financial regulations I. Definition and characteristi c 1. Definition <Art. 46 LoE> A multiple-member limited liability company is an enterprise that has 02 to 50 members that are organizations or individuals. A member’s liability for the enterprise’s debts and other liabilities shall be equal to the amount of capital that the member contributed to the enterprise, except for the cases specified in Clause 4 Article 47 of this Law. I. Defintion and characteristic - Members: + Target: Individuals, organisations + Number: minimum 2, maximum 50 + Liability: Limited - Liability of Company: with all assets of the company - A multiple-member limited liability company has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued - Multiple-member limited liability companies must not issue shares except for equitisation, and issue bonds in accordance with this Law and relevant laws; private placement of bonds shall comply with Article 128 and Article 129 of this Law. <Art. 46> II. Legal regulations 1. Member register 1.1 How? - The members who contribute to the capital of a multiple-member limited liability company at the beginning of the company shall be considered the founder. - Open for new members; - Members contribute or fully contribute capital to the company; II. Legal regulations 1.2 Those who can become members - Individuals and organizations are not listed in Art. 17.2 of LoE. II. Legal regulations 2. Rights and obligations of members 2.1 Rights <Art. 49> - Right to property + Receive profit in proportion to the member’s holding + Receive part of the remaining assets in proportion to the member’s holding when the company is dissolved or goes bankrupt; + Be given priority to contribute more capital when the company increases its charter capital.