Dissolving a Multi-Member LLC: Meeting, Voting

A limited liability company with two or more members dissolves by collective decision. Unlike a single-owner company, the first task is not to sign a decision, but to hold a valid Members’ Council meeting that reaches the required approval threshold.

This article helps company members understand: when dissolution is allowed, how to hold a proper meeting, how to handle an uncooperative member, and what the dossier contains. Main conclusion: most difficulties lie in the meeting and in the debt figures — both can be checked in advance.

In which cases does a two-or-more-member LLC dissolve?

Under clause 1, Article 207 of the 2020 Law on Enterprises (amended by Law 76/2025/QH15), a company dissolves when:

Its operating term under the Charter has expired without an extension decision.
The Members’ Council decides to dissolve it.
It does not have the minimum number of members for 6 consecutive months without converting its company type.
Its Enterprise Registration Certificate is revoked, except as otherwise provided by the Law on Tax Administration.

The third case commonly arises in a two-member company when one person withdraws capital or transfers their entire share to the other. There are then two options: convert to a single-member limited liability company to continue, or dissolve. If choosing dissolution, see also Dissolving a Single-Member Limited Liability Company for comparison.

General condition for all cases: the company pays off all debts and other property obligations and has no ongoing dispute at Court or Arbitration (clause 2, Article 207).

Holding the Members’ Council meeting to approve dissolution

Must be adopted by voting at a meeting

Unless the Charter provides otherwise, a resolution on the company’s reorganization or dissolution must be adopted by voting at a Members’ Council meeting (point dd, clause 2, Article 59 of the 2020 Law on Enterprises). A member is considered to be attending when present directly, having authorized another person, attending online, or having sent a voting ballot to the meeting (clause 4, Article 59).

Conditions for the meeting to proceed

Meeting	Condition to proceed (unless the Charter provides otherwise)	Basis
1st	Members present represent at least 65% of charter capital	Clause 1, Article 58
2nd	Invitation sent within 15 days from the intended date of the 1st meeting; requires at least 50% of charter capital	Point a, clause 2, Article 58
3rd	Invitation sent within 10 days from the intended date of the 2nd meeting; proceeds regardless of the number of members present	Point b, clause 2, Article 58

Approval threshold

The dissolution resolution is adopted when members present representing at least 75% of the total capital contribution of all members present at the meeting approve, unless the Charter sets a different ratio (point b, clause 3, Article 59).

Note: the ratio is calculated on the capital contribution of members present, not on the total charter capital.

Content of the resolution and meeting minutes

The dissolution resolution must include: the company’s name and head office address; the reason for dissolution; the time limit and procedure for liquidating contracts and paying debts; a plan for handling obligations arising from labor contracts; and the full name and signature of the Chairman of the Members’ Council (clause 1, Article 208).

The Members’ Council meeting minutes must be filed together with the resolution sent to the business registration authority (point b, clause 1, Article 64 of Decree 168/2025/ND-CP). Minutes clearly recording attendance, capital-contribution ratios and the voting result will help the dossier avoid follow-up queries.

Dissolution steps after the resolution

Step	Work to be done	Deadline, basis
1	Send the resolution, meeting minutes and debt settlement plan (if any) to the provincial business registration authority; send to the tax authority and employees; post at the head office and branches	7 working days · clause 3, Article 208; clause 1, Article 64 of Decree 168
2	The business registration authority posts the notice, changes the status to “undergoing dissolution procedures”, and notifies the tax authority	3 working days · clause 2, Article 64 of Decree 168
3	The Members’ Council directly organizes the liquidation of assets, unless the Charter provides for a separate liquidation organization	Clause 2, Article 208
4	Pay debts in order: employees → tax debts → other debts	Clause 5, Article 208
5	Cease operation of branches, representative offices and business locations (if any)	Clause 4, Article 64 of Decree 168
6	The legal representative files the dissolution registration dossier	5 working days from full payment of debts · clause 7, Article 208; clause 3, Article 64 of Decree 168 (amended by Decree 296/2026)
7	The tax authority gives its opinion; the business registration authority changes the status to “dissolved”	Clause 5, Article 64 of Decree 168

Completing tax obligations (finalization, reporting) is carried out by accounting and tax partners; the tax authority reviews it. See Tax Finalization When Dissolving a Company.

The dossier filed at step 6 comprises the dissolution notice, an asset-liquidation report, and a list of creditors and debts already paid (clause 1, Article 210). See details in What Documents Are Required for Company Dissolution?.

Situations specific to companies with multiple members

A member who cannot be reached or is uncooperative

Risk: the resolution being disputed later by a member because the meeting was not convened properly.

Points to check: the contact address in the member register, how meeting notices are sent under the Charter, and evidence that notices were sent.

How to handle it: convene the 1st, 2nd and 3rd meetings correctly and in sequence under Article 58; keep full evidence of notices sent; and record complete minutes.

A member who has not fully paid their committed capital contribution

Under clause 4, Article 47 of the 2020 Law on Enterprises, a member who has not fully paid their committed capital contribution is liable, in proportion to their committed contribution, for the company’s financial obligations arising before the date the company registers a change in charter capital. It is therefore necessary to reconcile the actual capital-contribution status against the registered charter capital before drawing up the debt-payment plan — the specific conclusion requires reviewing the capital-contribution records.

A member who wants to receive assets in kind

The remaining amount after paying dissolution costs and debts is distributed in proportion to capital contribution (clause 6, Article 208). Whether distribution is in cash or in kind should be agreed in the resolution or the liquidation plan to avoid disputes.

Prohibited acts after the resolution

From the time the dissolution decision is made, the company and its managers may not: conceal or dissipate assets; waive the right to claim debts; sign new contracts (except for dissolution purposes); pledge, mortgage, donate, or lease out assets; or raise capital (clause 1, Article 211). Contracts and assets should be arranged before the meeting.

What Thái Tín can help with when dissolving a two-or-more-member LLC

Conduct a preliminary check of legal status, tax code and outstanding obligations; read the Charter to determine the applicable ratio and meeting procedure.
Help prepare the meeting notice, draft resolution, meeting minutes and debt settlement plan.
Set out a roadmap clearly showing the Members’ Council’s tasks, the accounting and tax partners’ tasks, and what awaits a state authority’s decision.
Coordinate professional partners and track progress until the agreed scope is completed.

We also support companies with foreign investment capital and companies with many employees, where member records and social insurance records usually require more work. State authorities review and decide on the dossier.

Preparing before the dissolution meeting

The current Charter, member register, and capital-contribution certificates.
The most recent financial statements, list of creditors, and ongoing contracts.
List of employees and insurance contribution status.
A draft plan for distributing remaining assets.

Costs comprise the service fee, third-party fees, and the company’s outstanding tax obligations; a quote is given after checking the company’s status. See an overview on the Dissolution page.

Questions and answers

What percentage of approval is needed to dissolve a two-or-more-member LLC?

Unless the Charter sets a different ratio, the dissolution resolution is adopted when members present representing at least 75% of the total capital contribution of all members present at the meeting approve (point b, clause 3, Article 59 of the 2020 Law on Enterprises). The Charter should be checked first, as it may set a different ratio.

Can written opinions be collected instead of holding a meeting?

Under clause 2, Article 59 of the 2020 Law on Enterprises, unless the Charter provides otherwise, a resolution on the company's reorganization or dissolution must be adopted by voting at a Members' Council meeting. A member may attend directly, authorize another person, attend online, or send a voting ballot to the meeting (clause 4, Article 59).

Can dissolution proceed if a member refuses to attend the meeting?

Yes, there is a way to handle it. If the first meeting does not have members present representing at least 65% of charter capital, the company convenes a second meeting (requiring at least 50%), then a third — the third meeting proceeds regardless of the number of members present, unless the Charter provides otherwise (Article 58). Convening must follow the correct procedure so the resolution is not later disputed.

What should be done if the company has only one member left?

If the company does not have the minimum number of members for 6 consecutive months without converting its company type, it falls under the case subject to dissolution (point c, clause 1, Article 207 of the 2020 Law on Enterprises, amended by Law 76/2025/QH15). The remaining member may choose to convert to a single-member limited liability company or dissolve.

How is the remaining property distributed after dissolution?

After paying the dissolution costs and debts, the remaining amount is distributed to members in proportion to their capital contribution (clause 6, Article 208 of the 2020 Law on Enterprises).

Legal basis · verification date

Verified 29 September 2026 · next review 29 December 2026. The content is general guidance and does not replace advice for a specific case.

Law on Enterprises No. 59/2020/QH14 (amended by Law No. 03/2022/QH15 and Law No. 76/2025/QH15 — point c, clause 1, Article 207 amended by Article 1 of Law 76/2025/QH15, effective 1 July 2025): clause 4, Article 47; clauses 1, 2, Article 58; clauses 2, 3, 4, Article 59; Article 207; Article 208; Article 210; Article 211.
Decree 168/2025/ND-CP on enterprise registration (effective 1 July 2025), clauses 1, 2, 4, 5, Article 64 — clause 3, Article 64 amended by Article 13 of Decree 296/2026/ND-CP (effective 23 July 2026).