Vietnamese law is not clear which document constitutes the title document for capital contribution in a limited liability company. The following documents should be obtained to provide evidence of title over capital contribution in a limited liability company:

• The Investment Certificate or the Business Registration Certificate which record details of members of the limited liability company. However, there is no clear provision which provides that the information recorded in the Investment Certificate is the evidence of title over capital contribution in a limited liability company;
• Certificate of Contributed Capital issued by the relevant company. Under the Enterprise Law, a “Certificate of Contributed Capital” is issued after the relevant member contributes its capital; and
• Information of members and its contributed capital which are recorded in the Register of Members of the company under the Enterprise Law. 

In practice, many limited liability companies do not issue or establish the last two documents to its members. In such cases, the parties often rely on the Investment Certificate or the Business Registration Certificate as the documents evidencing title capital contribution in a limited liability company.

However, to be prudent, a buyer should still ask for the Certificate of Contributed Capital and the Register of Members. These documents are internal documents of a limited liability company and should therefore be easily prepared and issued by such company.