What are the principles for disposal of state investment in joint stock companies in Vietnam?
What are the principles for disposal of state investment in joint stock companies in Vietnam?
According to Clause 1, Article 39 of the 2014 Law on Management and Utilization of State capital invested in the enterprise’s manufacturing and business activities in Vietnam, the principles for disposal of state investment in joint-stock companies and multiple-member limited liability companies as follows:
Disposal of state investment in joint-stock companies and multiple-member limited liability companies
1. Disposal principles:
a) Conform to classification requirements stipulated by laws;
b) Stick to the principles of market, disclosure and transparency;
c) Disposal of capital pertaining to land title must comply with the law on land.
...
According to the above provisions, the disposal of state investment in joint stock companies is to conform to classification requirements stipulated by laws; to stick to the principles of market, disclosure and transparency.
At the same time, disposal of capital pertaining to land title must comply with the law on land.
What are the principles for disposal of state investment in joint stock companies in Vietnam?
What are the regulations on the modalities of disposal of state investment in joint stock companies in Vietnam?
According to the provisions of Clause 2, Article 39 of the 2014 Law on Management and Utilization of State capital invested in the enterprise’s manufacturing and business activities in Vietnam on the modalities of disposal of state investment in joint stock companies and multiple-member limited liability companies as follows:
Disposal of state investment in joint-stock companies and multiple-member limited liability companies
...
2. Modalities of this disposal:
a) Disposal of state investment in multiple-member limited liability companies shall be carried out in compliance with legal regulations on enterprises;
b) Disposal of state investment in joint-stock companies whose stocks are listed on the stock exchange market shall conform to legal regulations on securities;
c) Disposal of state investment in joint-stock companies whose stocks have yet to be listed on the stock exchange market shall be carried out through the open auction. In case the open auction is not successful, the competitive bidding shall be in place. In case the competitive bidding is failed, the method agreed by interested parties shall be in place.
Thus, the disposal of state investment in joint-stock companies whose stocks are listed on the stock exchange market shall conform to legal regulations on securities.
Disposal of state investment in joint-stock companies whose stocks have yet to be listed on the stock exchange market shall be carried out through the open auction.
In case the open auction is not successful, the competitive bidding shall be in place. In case the competitive bidding is failed, the method agreed by interested parties shall be in place.
What is the time limit for payment of subscribed shares?
Pursuant to Clause 1, Article 113 of the 2020 Law on Enterprises in Vietnam as follows:
Paying for subscribed shares upon enterprise registration
1. Shareholders shall fully pay for the subscribed shares within 90 days from issuance date of the Certificate of Enterprise Registration unless shorter time limit is specified by the company's charter or the shares registration contract. In case of capital contribution by assets, the time needed to transport or import the contributed assets and for completing ownership transfer procedures shall be added to this time limit. The Board of Directors shall supervise the shareholders fully and punctually paying for the subscribed shares.
2. During the period from the issuance date of the Certificate of Enterprise Registration to the deadline for paying for the subscribed shares mentioned in Clause 1 of this Article, the number votes of shareholders shall be proportional to their subscribed shares unless otherwise prescribed by the company's charter.
3. In case a shareholder fails to pay or to fully pay for the subscribed shares by the deadline specified in Clause of this Article:
a) The shareholder that fails to pay for the subscribed shares is no longer a shareholder of the company and must not transfer the right to purchase the shares to another person;
b) The shareholder that only pays for part of the subscribed shares will be entitled to a number of votes, dividends and benefits that are proportional to the paid shares and must not transfer the right to purchase the unpaid shares to another person;
c) The shares that are not paid for shall be considered unsold shares and may be sold by the Board of Directors;
d) Within 30 days from the deadline for paying for the subscribed shares mentioned in Clause 1 of this Article, the company shall register the change in charter capital, which shall be equal to the total face values of paid shares unless the unpaid shares are sold out during this period; and register the change of founding shareholders.
4. The shareholders that do not pay or fully pay for their subscribed shares shall be held liable for the company’s financial obligations that incur before the day on which the company register the change in charter capital as prescribed in Point d Clause 3 of this Article in proportion to the amount of their subscribed shares. Members of the Board of Directors and the legal representative shall be jointly responsible for the damage caused by the failure to comply with or fully comply with regulations of Clause 1 and Point d Clause 3 of this Article.
5. Except for the cases in Clause 2 of this Article, a capital contributor will become the company’s shareholder from the day on which the shareholder’s shares are fully paid for and the shareholder’s information specified in Points b, c, d and dd Clause 2 Article 122 of this Law is recorded in the shareholder register.
According to the above provisions, shareholders shall fully pay for the subscribed shares within 90 days from issuance date of the Certificate of Enterprise Registration unless shorter time limit is specified by the company's charter or the shares registration contract.
LawNet
