How is the stakes settled when the contributor has died?

I and my husband have 2 children who are Linh (19 years old) and Khanh (5 years old). My husband owned 35% of the capital of A.P Liability Limited Company (A.P LLC). He has just passed away a few days ago. Please give me your opinion about the settlement of his stakes in A.P LLC when he died.

FDVN’s opinion:

Thank you for concerning our legal services. Regarding your consulting requirements, after studying the legal documents, FDVN Law Firm offers the following advice:

According to the provision of Article 54 of Law on Enterprises 2014 regarding the settlement of stakes in some special cases:

“1. If a member being an individual dies, his/her inheritor according to the will or law shall be the company’s member. If a member being an individual is declared missing by the court, his/her asset management according to civil law shall be the company’s member.

…”

Accordingly, in the event that your husband dies, his heirs under a will and at law will be the members of the company.

[1]. Heirs under a will

In case your husband has made a will before he dies, after his death, his stakes in A.P LLC will be settled according to his will. The heirs under his will will be the capital contributors of A.P LLC.

 [2]. Heirs at law

According to Article 650 and Article 651 of Civil Code 2015:

“Article 650. Cases of inheritance at law

1. Inheritance at law shall apply in the following cases:

a) There is no will;

…

2. Inheritance at law shall also apply to the following parts of an estate:

a) Parts of an estate in respect of which no disposition has been made in the will;

…”

“Article 651. Heirs at law

1. Heirs at law are categorized in the following order of priority:

a) The first level of heirs comprises: spouses, biological parents, adoptive parents, offspring and adopted children of the deceased;

…

2. Heirs at the same level shall be entitled to equal shares of the estate.

3. Heirs at a lower level shall be entitled to inherit where there are no heirs at a higher level because such heirs have died, or because they are not entitled to inherit, have been deprived of the right to inherit or have disclaimed the right to inherit.”

Therefore, in case your husband has not made a will or he has made a will but his stakes have not been mentioned in it, his stakes will be distributed under the law. You and your children are the first level of heirs, so, you and your children will be entitled to equal shares of his stakes. Thus, 3 of you will be entitled to inherit 11,67% of his stakes. The civil transaction of Khanh will be entered in and performed by his mother (his/her legal representative) according to Clause 2, 3, Article 21 of Civil Code 2015.

 “Article 21. Minors

1. Minors are persons who are under eighteen years of age.

2. Civil transactions of each child under six years of age shall be established and performed by his/her legal representative.

3. Each person who is from six to under eighteen years of age must have the consent of his/her legal representative to enter in and perform civil transactions, except for civil transactions which are performed for the purpose of meeting the needs of daily life suitable for the age group.

…"

Above is FDVN Law Firm's opinion for your request. Hopefully, FDVN's advice would be helpful to you.

Legal expert: Nguyen Thi Lan Anh - FDVN Law Firm

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