Can the legal representative of a limited liability company with 2 or more members take personal assets and register for secured transactions when the company still owes taxes? Article 46 Enterprise Law stipulates:

Limited liability company with two or more members

1. A limited liability company with two or more members is an enterprise with from 02 to 50 members who are organizations and individuals. Members are responsible for debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise, except for the cases specified in Clause 4, Article 47 of this Law. Members' capital contributions can only be transferred according to the provisions of Articles 51, 52 and 53 of this Law.

At the same time Article 15 Decree No. 99/2022/ND-CP stipulates:

Refuse to register

1. Refusal to register is made when there is one of the following grounds:

a) Not under the authority of the registration agency;

b) The registration dossier is invalid as prescribed in Clause 5, Article 3 of this Decree;

c) Assets are not eligible to be used to ensure the performance of obligations according to the provisions of the Land Law, Housing Law, and other relevant laws. In case of disputed property, the registration agency will only refuse to register when it has received a document of acceptance or a document proving the acceptance of dispute resolution from the Court or another competent agency;

d) The information in the registration dossier is inconsistent with the information kept at the registration agency, except for the cases specified in Clause 8, Article 25, Clauses 1 and 3, Article 36, and Article 37 of this Decree;

d) The information described on the Registration Request Form for assets specified in Clause 3, Article 5 of this Decree is not consistent with the information on the Certificate, except for the case where the information described on the Registration Request Form is consistent with the information being kept at the registration agency due to the establishment of a new cadastral map to replace the documents and measurement data used to issue the Certificate to the land user and owner. Assets attached to land have not yet had their Certificates renewed according to the new cadastral map;

e) Information of the securing party or the secured party in case of registration through the online registration system or information of the representative in case of registration specified in Clause 2, Article 24 of this Decree is not matches the information of the online registration account used;

g) Request to register changes or deletion of registration for information about security interests and notices of disposal of secured assets that are not kept at the registration agency;

h) The registration authority discovers that the documents, signatures, and seals in the registration dossier are forged documents, signatures, or seals or receives information with confirmation from a competent authority. Identify documents, signatures, and seals in the registration dossier as fake;

i) Before recording or updating the registration content in the Register or Database, the registration agency receives a document from the civil judgment enforcement agency or the Executor on notification of declaration. margin of judgment enforcement assets as collateral or a request to temporarily suspend or stop the registration of assets where the securing party is the judgment debtor according to the provisions of law on civil judgment enforcement; Receive a document from an agency competent to conduct proceedings, a person competent to conduct proceedings, or another agency with authority, or another person with authority requesting not to carry out registration according to regulations. provisions of the law.

The provisions at this point do not apply in the case of the National Assembly's Resolution on handling bad debts of credit institutions or other relevant laws;

k) The person requesting registration does not pay the registration fee, unless the law on fees, charges or other relevant laws stipulates otherwise.

According to the above regulations, for LLCs with 2 or more members, members are only responsible for the amount of capital contributed to the business.

Therefore, even if the company still owes taxes, the individual who takes the personal property of the individual to perform the secured transaction can still register normally and only has the right to refuse registration if they fall into the following cases: Article 15 of Decree 99/2022/ND-CP.