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When you must file a change of members

A công ty TNHH hai thành viên trở lên (a limited liability company with two or more members) must register a change to its registered particulars whenever the list of members or the capital contribution ratios change. Notice is due within ten days of the change. Filing late can attract an administrative penalty under the enterprise registration rules.

Điều 45 Nghị định số 168/2025/NĐ-CP (article 45 of Decree 168/2025) sets out eight cases of change of members, each requiring its own set of documents. Establishing which case applies before preparing the file avoids having it returned.

Which authority receives the file in Gia Lai

After the administrative merger, files changing an enterprise registration in Gia Lai no longer go to Sở Kế hoạch và Đầu tư (the former Department of Planning and Investment). The receiving authority is now the Phòng Doanh nghiệp và Kinh tế tập thể (the Enterprise and Collective Economy Division) at Sở Tài chính tỉnh Gia Lai, at 181-183 Lê Hồng Phong, Phường Quy Nhơn, telephone 0256.3903666.

Enterprises with their head office anywhere in Gia Lai province, including the area of the former Bình Định, all file with this authority, whatever commune or ward the office is in.

The documents for each case

1. Admitting a new member, increasing the charter capital, or admitting a new member because the members' council has sold an uncontributed portion (point c of clause 3 of article 47 of the Law on Enterprises): the application to register the change; the list of members signed by the incoming member and by any member whose contribution has changed; the members' council resolution or decision on the change of members; evidence of the incoming member's capital contribution; a copy of the organisation's legal documents and the instrument appointing its authorised representative, where the incoming member is an organisation (consularly legalised if it is a foreign organisation); and the investment registration authority's approval, where the case requires registration of capital contribution or the purchase of shares or capital contributions under the Law on Investment.

2. Transfer of a capital contribution: the application to register the change; the list of members; the transfer contract or evidence that the transfer is complete; the organisation's legal documents if the transferee is an organisation; and the investment registration authority's approval where registration is required under the Law on Investment.

3. Inheritance: the application to register the change; the list of members; a copy of the document confirming the lawful right of inheritance; the organisation's legal documents if the heir is an organisation; and the investment registration authority's approval where registration is required under the Law on Investment.

4. A member who has not contributed as undertaken (point a of clause 3 of article 47 of the Law on Enterprises): the application to register the change; the list of the remaining members; the members' council resolution or decision on the change of members; and the investment registration authority's approval where registration is required under the Law on Investment.

5. Gift of a capital contribution: if the recipient falls within point a of clause 6 of article 53 of the Law on Enterprises, the file follows the transfer case (item 2) but with the gift contract in place of the transfer contract. If the recipient falls within point b of clause 6 of article 53, the file follows the case of admitting a new member (item 1) but with the gift contract in place of the evidence of capital contribution.

6. Using a capital contribution to pay a debt: if the recipient of the payment is accepted by the members' council as a member (point a of clause 7 of article 53), the file follows item 1, with the written agreement between the member and the recipient on using the contribution to pay the debt in place of the evidence of capital contribution. If the recipient offers or transfers the contribution to someone else (point b of clause 7 of article 53), the file follows item 2 with that written agreement added.

7. The company buying back a member's contribution (article 51 of the Law on Enterprises): the application to register the change; the list of members; the buy-back contract; and the investment registration authority's approval where registration is required under the Law on Investment.

8. A corporate member being divided, separated, merged or consolidated: the file follows item 1, with the corresponding documents required by articles 25 and 55 of Nghị định 168/2025/NĐ-CP according to the form of reorganisation. The resolution or decision on division or separation, or the consolidation or merger contract, must state clearly how the capital contribution passes to the new member.

Processing time and cost

Within three working days of receiving a complete and valid file, the business registration authority issues a new Giấy chứng nhận đăng ký doanh nghiệp (enterprise registration certificate). If the file is not in order, the authority notifies in writing what must be corrected or added.

The all-inclusive service fee at Tư Vấn Sao Việt for each amendment to the business licence is 500.000 đồng. There is an express package that shortens the time to one day, with a surcharge agreed according to the file.

The process

1. Establish which case applies Establish which of the eight cases in Điều 45 Nghị định 168/2025/NĐ-CP applies, so that the right set of documents is prepared.
2. Prepare the file Draft the application to register the change, the list of members, and the contract or document evidencing the change (transfer, inheritance, gift, buy-back and so on), with the accompanying legal documents for the case.
3. File with Sở Tài chính tỉnh Gia Lai File with the Phòng Doanh nghiệp và Kinh tế tập thể, 181-183 Lê Hồng Phong, Phường Quy Nhơn. Take the receipt and the appointment for collection.
4. Receive the new enterprise registration certificate The business registration authority reviews the file and issues the certificate if it is in order, or notifies what must be added if it is not.