What is a Multiple-Member Limited Liability Company?

What is a Multiple-Member Limited Liability Company? – Article 46 of the Enterprise Law 2020 stipulates the concept of a one-member limited liability company as follows:

A multiple-member limited liability company means an enterprise that has 02 – 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 member contributed to the enterprise.”

Herein are features of a Multiple-Member Limited Liability Company

1. Company member

A limited liability company with two or more members is an enterprise established and operating under the Enterprise Law, in which company members can be individuals or organizations with the number of members in the company. not exceed 50 people.

2. Capital

The charter capital is specified in Article 47 of the Enterprise Law 2020, according to which:

– The initially registered charter capital of a multiple-member limited liability company is the total capital contributed or promised by the members and shall be written in the company’s charter;

– The members shall contribute sufficient and correct assets as promised when applying for enterprise registration within 90 days from the issuance date of the Certificate of Enterprise Registration. The time needed to transport or import the contributed assets and for completing ownership transfer procedures will be added to this 90-day period.  During this period, the members shall have rights and obligations that are proportional to their promised contribution. The members may only contribute assets that are different from the promised ones if the change is approved by more than 50% of the remaining members;

– In case there are members who have not contributed capital or have not fully contributed capital as committed, the company shall register the change in charter capital and the members’ holdings within 30 days from the deadline for contributing capital;

3. Owner’s property liability

The company is responsible for the financial obligations and debts of the company with its assets (Limited). Members are responsible for debts and property obligations within the amount of capital contributed to the company, except where members have not contributed capital or contributed insufficiently compared to the committed capital. The members who have not contributed capital or have not yet fully contributed the committed capital amount shall be responsible in proportion to the committed capital contribution for the financial obligations of the company arising in the period before the date of registration of the company’s replacement. change charter capital and contributed capital of members. This shows that in a limited company there is a separation of assets between the company’s assets and the assets of the company’s members.

Note: Limited liability companies are not allowed to issue shares. The issuance of shares is one of the acts to create initial capital as well as in the operation of the company. A limited liability company that cannot issue shares shows that the entry of outsiders into the company is more limited than that of a joint-stock company. However, a limited company may issue bonds to raise capital when fully meeting the provisions of the law and the company’s charter.

Regarding capital transfer: Company members may transfer part or all of their contributed capital to another person. The transfer of capital contributions of members in the company must comply with certain conditions. Therefore, the transfer of contributed capital of a member is more limited than the transfer of the capital of a member in a joint-stock company.

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