Base tax 7 Dong Nai City has just answered citizens' questions about the conditions for enjoying corporate income tax exemption incentives for newly established enterprises, in cases where two-member limited liability companies have two members contributing equal capital.
According to the content of the question, the enterprise requested to clarify the regulations in point b.2, point b, clause 3, Article 7 of Decree No. 20/2026/ND-CP guiding Resolution No. 198/2025/QH15 on special mechanisms and policies for private economic development.
The business asked how the determination of "the person with the highest capital contribution" was carried out in the case of a two-member limited liability company with only two members contributing capital at the same rate, each person owning 50% of charter capital.
Answering this content, Base Tax Department 7 of Dong Nai City said that Clause 2, Article 12 of Enterprise Law No. 59/2020/QH14 dated June 17, 2020 stipulates that limited liability companies and joint-stock companies may have one or more legal representatives.
The company's charter specifically stipulates the number, management title as well as the rights and obligations of legal representatives.
In case the company has more than one legal representative, the charter must clearly stipulate the rights and obligations of each person.
If the charter does not clearly stipulate the division of rights and obligations, each legal representative is a fully authorized representative of the enterprise before a third party and jointly bears joint responsibility for the damage caused to the enterprise according to the provisions of law.
In addition, the tax authority cited item b.2 point b, clause 3, Article 7 of Decree No. 20/2026/ND-CP dated January 16, 2026 of the Government.
According to this regulation, 3 years of corporate income tax exemption does not apply to newly established enterprises where the legal representative (except in cases where the legal representative is not a capital contributing member), joint venture members or people with the highest contributed capital have participated in business activities in the role of legal representatives, joint venture members or people with the highest contributed capital in operating or dissolved enterprises but not enough 12 months, from the time of dissolution of the old enterprise to the time of establishment of a new enterprise.
