A multi-member limited liability company (LLC) is one of the most common business structures in Vietnam, chosen by many investors for its flexibility and security in management. This type of LLC has unique legal characteristics that ensure strict control by capital-contributing members while limiting personal financial risks. In this article, TNTP will analyze the characteristics of multi-member limited liability company.
1. Legal status and limited liability
• A multi-member limited liability company (LLC) attains legal entity status from the date its Enterprise Registration Certificate is issued. This means the company has its own assets, is independently liable for its obligations using its assets, and has the right to engage in legal transactions autonomously.
A multi-member LLC may have multiple legal representatives, with the number, managerial positions, rights, and obligations determined by the company’s charter. If a company has more than one legal representative, the charter must clearly define the scope of authority and responsibilities of each individual. In cases where the charter does not specify, each legal representative is presumed to have full authority to act on behalf of the company in transactions with third parties.
• Number of Members: A multi-member LLC must have at least two members and no more than 50. Members can be individuals or organizations, but they must meet the legal requirements.
Compared to a joint-stock company, the number of members in a multi-member LLC is more restricted, which enhances internal control, prevents power fragmentation, and ensures stability in corporate management.
• Limited Liability: Members of a multi-member LLC are only liable for the company’s debts and financial obligations within the amount of capital they have contributed. This is a significant distinction from partnerships or sole proprietorships, where owners bear unlimited liability.
2. Organizational structure of a multi-member limited liability company
A LLC has a flexible management structure and consist of:
• Members’ Council: This is the highest decision-making body, consisting of all company members. The Members’ Council has the authority to decide on key matters such as amending the company’s charter, increasing or decreasing charter capital, and appointing or dismissing managerial positions.
This ensures that all significant company decisions must be approved by the majority of capital-contributing members, minimizing the risk of power abuse by any individual while promoting transparency and accountability in management.
• President of the Members’ Council: Elected by the Members’ Council, the President is responsible for overseeing its activities. The term of office is determined by the company’s charter but cannot exceed five years. The President may be re-elected for an unlimited number of terms.
• Director/General Director: Appointed by the Members’ Council, the Director or General Director is responsible for the company’s daily operations and has the rights and obligations specified in the company’s charter.
• Board of Control: If a multi-member LLC is a state-owned enterprise holding more than 50% of its charter capital or a subsidiary of a state-owned enterprise, it must establish a Board of Control consisting of one to five Controllers.
3. Transfer of capital contributions
Unlike joint-stock companies, the transfer of capital contributions in a multi-member limited liability company (LLC) must follow a specific process. A member wishing to transfer their capital contribution must first offer it to the remaining members before transferring it to an external party. If the remaining members do not purchase or do not purchase the entire portion of capital to be transferred, the member may then sell the remaining capital to an external party.
This mechanism helps maintain the stability of the business and provides a protective layer, ensuring that existing members have control over and are informed of changes in the ownership structure, preventing unexpected disruptions.
4. Capital mobilization
Compared to joint-stock companies, a multi-member LLC has more limited options for capital mobilization as it cannot issue shares to the public. However, the company can still raise capital by increasing the capital contributions of existing members or admitting new members. Additionally, it can secure loans from banks, financial institutions, or issue private bonds in accordance with legal regulations.
A multi-member LLC combines flexibility in management with financial security. This business model is suitable for maintaining strict internal control while still allowing for flexible capital mobilization. However, companies should also consider its limitations, such as the restricted ability to raise capital compared to joint-stock companies and the stricted process for transferring capital.
The above article analyzes the “Distinctive features of multi-member limited liability companies” TNTP hopes this article will be helpful to our valued readers.
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