Changing shareholders in a joint-stock company is a routine yet intricate process involving various records and procedures. This guide outlines the regulations and steps required for a smooth transition.
Changing shareholders in a joint-stock company is a routine yet intricate process involving various records and procedures. This guide outlines the regulations and steps required for a smooth transition.
Rights and Conditions of Share Transfer
- Freedom of Transfer: Joint-stock companies generally permit the free transfer of shares, except where restrictions are stipulated in the company's charter or under the Law on Enterprises 2020.
- Founding Shareholders:
- Within the First 3 Years: Shares held by founding shareholders can only be transferred to other founding shareholders or require approval from the General Meeting of Shareholders if transferring to outsiders.
- After 3 Years: Founding shareholders may freely transfer their shares to other shareholders or external investors without needing General Meeting of Shareholders' approval.
1. Requirement for Charter Amendment
- Legal Requirement: According to Article 24 of the Law on Enterprises 2020, any change in the founding shareholders necessitates an amendment to the company’s charter. The charter must reflect updates on the founding shareholders, share numbers, share types, and charter capital.
2. Procedures for Amending the Charter
- Drafting Decisions: The General Meeting of Shareholders must resolve to amend the charter.
- Updating Information: Amend the charter and notify the Business Registration Office of the updated information.
1. Procedures for Notification and Change
- Notification Requirement: Notify the Business Registration Office if founding shareholders have not fully paid for their registered shares.
- Change Dossier:
- Notification of changes in business registration details.
- Updated list of founding shareholders.
- Documentation evidencing the change of shareholders.
2. Procedure Execution
- Submission: Submit the required documents to the Business Registration Office where the company is headquartered.
- Dossier Processing: The Business Registration Office will review the documents, update information in the National Database, and issue certificates if necessary.
1. Share Transfer Documents
- Decision and Minutes: Decision and minutes from the General Meeting of Shareholders regarding the share transfer.
- List of Shareholders: Current list of founding shareholders.
- Company Charter: Updated company charter.
- Transfer Contract: Share transfer contract and record of contract liquidation.
- Share Certificates: Share certificates held by shareholders.
- Shareholder Register: Updated information of new shareholders.
2. Recognition of the Transfer
- Completion of Procedures: The transfer is deemed complete once the contract liquidation record is signed, without needing confirmation from the Business Registration Office.
- Issuance of Certificates: The General Meeting of Shareholders will issue share certificates to the new shareholders.
1. Personal Income Tax
- Legal Basis: Governed by Circular 111/2013/TT-BTC and Circular 25/2018/TT-BTC.
- Tax Rate: 0.1% of the share transfer price.
2. Declaration Documents
- Minutes of meetings and decisions from the General Meeting of Shareholders.
- Share transfer contract and record of contract liquidation.
3. Application Deadline
- Self-Declaration: Within 10 days from the date of signing the transfer contract.
- Through the Business: Before receiving the new Business Registration Certificate.
If you need more information or support, please contact ADVN LAW for detailed advice.
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