Is the company not granting capital contribution certificates to the members sanctioned?

Is the company not granting capital contribution certificates to the members sanctioned?
Posted date: 30/10/2020

I have contributed capital to establish a two-member Co., Ltd. I have completed the charter capital contribution under the business registration. However, it’s been a month since I contributed to the company’s charter and I have not been granted the capital contribution certificate. I would like to ask the lawyer if the company not granting capital contribution certificates to the members is considered violating the laws and sanctioned. What are the regulations on this act?

FDVN’s opinions:

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

[1]. Provisions of law on the issuance of certificates of capital contribution

In Clause 5, Article 48 of the Law on Enterprises 2014 stipulates the issuance of certificates of capital contribution:

“5. When a member fully contributes capital, the company shall issue a Certificate of capital contribution to such member. The certificate of capital contribution shall contains:

a) The enterprise’s name, ID number, and headquarter address;

b) The enterprise’s charter capital;

c) Full name, permanent residence, nationality, ID/passport number if the member is an individual; name, establishment decision number or company ID number, headquarter address if the member is an organization;

d) The member’s stake and value thereof;

dd) Number and date of issue of certificate of capital contribution;

e) Full name and signature of the company’s legal representative.”

According to the above provisions, the company must issue the certificate of capital contribution to the member at the time when they conduct the capital contribution to the company. A company not granting the certificate of capital contribution to the members, according to the provisions of Clause 2, 3, Article 34 of Decree 50/2016/ND-CP, it shall be fined as follows:

“2. A fine of VND 10,000,000 - VND 15,000,000 shall be imposed for any of the following violations:

a) Failure to issue the certificate of capital contribution to a company’s member/partner;

3. Remedial measures:

d) Issue a certificate of capital contribution to the member/partner contributes in case of the violation specified in Point a Clause 2 of this Article;”

Hence, a company not granting the certificate of capital contribution to the members be sanctioned for its administrative violations. To protect your rights, you should ask your company to grant the certificate of capital contribution to you or they shall be fined under the law provisions.

Above is FDVN Law Firm's opinion for your consulting requests based on studying the relevant legal provisions. Hopefully, FDVN's advice would be helpful to you.

 

Legal advisorDinh Thi Thong

FDVN Law Firm


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