Question:
Mr. Nguyen Van A is the individual business owner (operating a computer embroidery business named Hung Lam). He directly pays value-added tax (VAT) and some of the machinery and equipment used in his business are registered under the name of the Hung Lam computer embroidery business, some under his wife’s name, and others were purchased as second-hand machinery from another company and resold. Now, Mr. A has established a Two-Member Limited Liability Company with him and his wife as the members listed on the business license. I would like to ask whether Mr. A and his wife can contribute capital with their own assets? What documents are required for this purpose? (Regarding the second-hand machinery purchased from another company, there are no VAT invoices available.)
Answer:
Based on Point b.1, Section 2.15 of Appendix 4 attached to Circular No. 39/2014/TT-BTC dated March 31, 2014, issued by the Ministry of Finance, which provides guidance on invoices and documents for sales of goods and provision of services, it specifies the assets contributed as capital to establish a business. In the case of an individual who is the owner of an individual business contributing assets to establish a Two-Member Limited Liability Company, the contributed assets must have: • A capital contribution agreement for production and business, joint venture agreement, or partnership agreement. • A document specifying the valuation of the contributed assets by the Capital Contribution Council (or a valuation document from an organization with the authority to perform valuations as stipulated by the law), accompanied by a dossier on the origin of the assets.
