Transfer of shares in a joint-stock company is the process by which a shareholder transfers his or her shares to another person. To do this, it is necessary to comply with the law and complete the documents and procedures as prescribed. This article will provide detailed instructions on the steps to take.
Transfer of shares in a joint-stock company is the process by which a shareholder transfers his or her shares to another person. To do this, it is necessary to comply with the law and complete the documents and procedures as prescribed. This article will provide detailed instructions on the steps to take.
- Law on Enterprises No. 59/2020/QH14: Effective from 01/01/2021.
- Decree 01/2021/ND-CP: Regarding business registration, effective from 01/01/2021.
- Circular No. 92/2015/TT-BTC: Effective from 30/07/2015.
- Types of shares to be transferred: Including ordinary shares, dividend preference shares, and refundable preference shares.
- Non-transferable shares: Voting preference shares.
- Founding shareholders: In the first 3 years from the time the company is granted the Enterprise Registration Certificate, the founding shareholders are only free to transfer ordinary shares to other founding shareholders. Transfers to outsiders must be approved by the General Meeting of Shareholders.
- Ordinary shareholders: They are free to transfer their shares to others.
a. Share transfer dossier
The dossier includes:
- Decision of the General Meeting of Shareholders on the transfer of shares.
- Minutes of the meeting of the General Meeting of Shareholders on the transfer of shares.
- List of founding shareholders of the joint-stock company.
- The company's charter (amended and supplemented if necessary).
- Share transfer contract.
- Record of liquidation of the share transfer contract.
- Share certificates of the company's shareholders.
- Register of shareholders.
b. Procedures for transfer of shares
The steps to transfer shares include:
1. Organizing the General Meeting of Shareholders: To make decisions on the transfer of shares.
2. Signing of the transfer contract: The parties involved sign the share transfer contract.
3. Making a record of liquidation of the contract: After completing the transfer process. 4. Update information in the shareholder register: Adjust the information of shareholders in the company's shareholder register.
Note:
- The company needs to maintain a register of shareholders to manage the information of existing shareholders. The national portal only updates the information of the founding shareholders, not the information of other shareholders.
- After the transfer, shareholders must declare personal income tax (PIT) and pay PIT at the rate of 0.1% on the transfer value.
Shareholders who transfer shares need to declare personal income tax with the tax authority. The dossier includes:
- If declaring directly to the tax authority: Declaration form No. 04/CNV-TNCN according to Circular No. 92/2015/TT-BTC.
- If the enterprise declares on behalf of the enterprise: Declaration form No. 06/CNV-TNCN according to Circular No. 92/2015/TT-BTC.
In addition, it is necessary to prepare:
- Share transfer contract.
- A copy of the business registration certificate. - Additional documents if required by the tax authority (e.g., shares, receipts, power of attorney).
Deadline for submission of tax declaration dossiers:
- Direct: Up to 10 days after signing the transfer contract.
- Enterprises submit on their behalf: Before carrying out procedures for changing the list of shareholders as prescribed.
Tax payment deadline: At the same time as the deadline for submitting tax declaration dossiers, tax amounts shall be remitted to the State Treasury.
1. What types of shares are freely transferable? - Shares of ordinary shareholders, dividend preference shares, refundable preference shares.
2. What are the regulations on share transfer?
- Founding shareholders: Free to transfer to other founding shareholders in the first 3 years. Transfer to outsiders requires the approval of the General Meeting of Shareholders.
- Ordinary shareholders: Free to transfer their shares.
3. Is it necessary to notify the Business Registration Office when transferring shares?
- No, unless transferred to a foreign investor.
4. What does a share transfer dossier include?
- Decisions and minutes of the General Meeting of Shareholders, list of founding shareholders, company charter, transfer contract, contract liquidation record, share certificate, shareholder register.
5. Do I have to pay PIT when transferring shares?
- Yes, the tax rate is 0.1% on the transfer value.
If you need more information or support, please contact ADVN LAW for detailed advice.
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