A complete LLC capital contribution transfer dossier comprises three document layers: the transaction layer (the agreement and pre-emption evidence), the internal company layer (meeting minutes, resolution, amended charter, member register) and the state layer (the change registration file at the business registration authority, and investment amendment if a foreign investor is involved). Missing any layer leaves the deal with a weakness: a strong agreement with a deficient registration file means the buyer is not yet state-recognised; a completed registration with missing pre-emption evidence means the deal can still be challenged. This article lists the full dossier by layer and the core content of each document.
1. The transaction layer: the transfer agreement and pre-emption evidence
The capital contribution transfer agreement is this layer’s central document, with minimum contents: the parties’ information (the transferor being an existing member, the transferee); the transferred capital stated in contribution amount and percentage of charter capital, with both sides’ ownership ratios before and after the deal; the transfer price and the payment schedule and channel; the seller’s statements on the capital’s status (fully contributed, not pledged/in dispute — or accurate disclosure of restrictions if any); completion conditions (internal approvals, capital acquisition approval if the transferee is a foreign investor in the conditioned category, change registration completion); and the tax clause — capital transfer tax belongs to the seller with the corresponding withholding/remittance mechanism. On notarisation: the law does not require notarisation of an LLC capital contribution transfer agreement — an agreement validly signed by the parties (with seals per organisations’ signing authority) is effective; notarisation is a voluntary choice strengthening evidence. Pre-emption evidence (where the transferee is an outsider): the offer notice of the capital to the remaining members under Article 52 of the Law on Enterprises 59/2020/QH14 with delivery/receipt proof, their reply documents or minutes confirming expiry of the 30-day period without purchase/incomplete purchase. This evidence set is not filed with state authorities but must be archived with the transaction file — it is the document protecting the deal’s validity against a member’s challenge.
2. The internal company layer: meeting minutes, resolution and the member register
A capital transfer changes the member list and the ratios in the charter, so the internal layer comprises: Members’ Council meeting minutes and resolution approving the member change due to the transfer and the corresponding charter amendment — a charter-amending resolution belongs to the group requiring at least 75% of attending members’ votes under Article 59(2) of the Law on Enterprises 2020 (unless the charter requires higher); the minutes record the attending members, the achieved voting ratio, the member change contents and each member’s new ratio after the deal. Note the case needing no meeting: if the charter and deal structure require no separate resolution beyond amending the charter/member list, then the charter amendment resolution itself is the mandatory internal document; companies with a separate members’ agreement also need a written confirmation of compliance with that agreement (pre-emption/refusal waivers where the agreement sets them). The amended charter records the charter capital (unchanged, unless the deal is bundled with a capital increase/reduction) and each member’s new contribution ratio. The member register is updated right after the deal completes under Article 48 of the Law on Enterprises: recording the new member’s information, their contribution and ratio, and the date they became a member — this register evidences membership status internally. For an organisational member, the accompanying document is the new member’s capital representative appointment letter.
3. The state layer: the member change registration file and the investment endpoint
The registration file for changing enterprise registration contents (member change due to a capital contribution transfer) is lodged at the provincial Business Registration Office where the enterprise’s head office sits (in person or via the National Business Registration Portal), under Decree 168/2025/ND-CP, with the core components: the notice of change of enterprise registration contents; the post-change member list; a copy of the capital contribution transfer agreement or documents proving the transfer’s completion; the Members’ Council resolution and meeting minutes on the member change/charter amendment; the accompanying amended charter; and the new member’s legal documents (individuals: identity documents; domestic organisations: enterprise registration; foreign investors: status documents consularly legalised, notarised-translated). Filing deadline: within 10 days from the change date under Article 30 of the Law on Enterprises; the business registration authority processes a valid file within 03 working days under enterprise registration rules. The investment endpoint (for foreign-invested enterprises): if the transferee is a foreign investor in a market-access-conditioned category, the investment registration authority’s capital contribution acquisition approval must exist before the change registration; after registration, the enterprise amends the investor information on the Investment Registration Certificate correspondingly. The correct order of the whole dossier: pre-emption evidence → agreement → resolution/minutes → (investment approval if applicable) → change registration → member register update and IRC amendment.
4. Common dossier errors and how to lock dossier quality
The five most repeated errors in LLC transfer dossiers: (1) ratio divergence across documents — the capital ratios in the agreement, the member list, the amended charter and the change notice do not match to the last decimal (ratios must total exactly 100% and match the money contributions); (2) a sub-threshold resolution — the charter amendment minutes record a voting ratio below 75% or omit the vote count, weakening the internal document when reconciled; (3) missing pre-emption evidence — selling to an outsider with no offer notice/30-day expiry minutes in the archived file, exposing the deal to a voidness challenge; (4) late filing — change registration beyond 10 days from the change date without explanation, falling under administrative sanctions on enterprise registration; (5) forgetting the investment layer — the transferee is a foreign investor in the conditioned category but there is no prior capital acquisition approval, or registration completes without an IRC amendment. The most effective practical quality lock is a single deal checklist listing every document of all three layers with an owner and a completion date, and cross-checking four figures — the transferred capital amount, both sides’ before and after ratios — across every document before filing. A transfer dossier locked this way usually passes the registration authority in a single round and withstands every later reconciliation.
What documents must be prepared to sell an LLC capital contribution?
Three layers: (1) transaction — the capital contribution transfer agreement, and pre-emptive offer evidence to the remaining members under Article 52 of the Law on Enterprises 59/2020/QH14 if selling to an outsider; (2) internal — Members’ Council meeting minutes and resolution on the member change and charter amendment (a 75% threshold for charter amendment contents under Article 59), the amended charter, the updated member register; (3) state — the member change registration file at the provincial Business Registration Office under Decree 168/2025/ND-CP (change notice, new member list, transfer agreement, resolution/minutes, the new member’s documents), plus capital acquisition approval and IRC amendment if the transferee is a foreign investor in the conditioned category.
Must a capital contribution transfer agreement be notarised?
Not mandatory. The law does not require notarisation of a capital contribution transfer agreement in an LLC; an agreement validly signed by the parties (with correct organisational signing authority, if any) is binding and effective. Notarisation is a voluntary choice to strengthen evidence. What determines the transferee’s membership is the completed transaction, the updated member register and the change registration with the business registration authority — not a notary stamp on the agreement.
What must the members’ meeting minutes on the transfer contain?
The Members’ Council minutes must record: the composition and number of attending members satisfying meeting conditions, the discussion contents on the member’s capital transfer and the new member’s admission, the achieved voting ratio (the accompanying charter amendment resolution needs at least 75% of attending members’ votes under Article 59(2) of the Law on Enterprises 2020, unless the charter requires higher), each member’s new capital contribution ratio after the deal, and the corresponding amended charter contents. The resolution/decision passed at the meeting accompanies the minutes.
Where is the member change registration filed, and how long does it take?
At the provincial Business Registration Office where the enterprise’s head office is located, in person or via the National Business Registration Portal, within 10 days from the change date (Article 30 of the Law on Enterprises 2020). A valid file is processed within 03 working days under enterprise registration rules (Decree 168/2025/ND-CP). For a foreign-invested enterprise, the investment file (capital acquisition approval if applicable, IRC amendment) accompanies it at the investment registration authority.
