What is the shareholder register of a joint stock company according to the law? When must a shareholder register in Vietnam be made?
What is the shareholder register of a joint stock company according to the law?
Pursuant to Clause 1, Article 122 of the 2020 Law on Enterprises in Vietnam, it is explained that the shareholder register of a joint-stock company is understood as a physical or electronic document and contain information about the shareholders’ ownership of shares.
According to that, a shareholder register shall contain the following information:
- The company’s name and headquarters address;
- Total number of authorized shares, types of authorized shares and quantity of each type;
- Total number of sold shares of each type and value of share capital contributed;
- Full names, signatures, mailing addresses, nationalities and legal document numbers of shareholders that are individuals; names, EID numbers or legal document numbers and headquarters addresses of shareholders that are organizations;
- Quantity of each type of shares of each shareholder, date of share registration.
What is the shareholder register of a joint stock company according to the law? When must a shareholder register in Vietnam be made?
When must a shareholder register in Vietnam be made?
Pursuant to Article 122 of the 2020 Law on Enterprises in Vietnam on the register of members of a joint-stock company as follows:
Shareholder register
1. A joint stock company shall make and retain the shareholder register from the issuance date of the Certificate of Enterprise Registration. The shareholder register can be physical or electronic documents and contain information about the shareholders’ ownership of shares.
2. A shareholder register shall contain the following information:
a) The company’s name and headquarters address;
b) Total number of authorized shares, types of authorized shares and quantity of each type;
c) Total number of sold shares of each type and value of share capital contributed;
d) Full names, signatures, mailing addresses, nationalities and legal document numbers of shareholders that are individuals; names, EID numbers or legal document numbers and headquarters addresses of shareholders that are organizations;
dd) Quantity of each type of shares of each shareholder, date of share registration.
3. The shareholder register shall be retained at the company’s headquarters or another organization that is licensed to retain shareholder registers. Shareholders are entitled to inspect, access, extract names and addresses of the company’s shareholders from the shareholder register.
4. In case a shareholder’s mailing address is changed, a notification shall be promptly sent to the company in order to update the shareholder register. The company is not responsible if a shareholder cannot be contacted due to the failure to notify the change of that shareholder’s mailing address.
5. The company shall update changes of shareholders in the shareholder register as requested by relevant shareholders in accordance with company's charter.
Thus, a joint stock company in Vietnam shall make and retain the shareholder register from the issuance date of the Certificate of Enterprise Registration. The shareholder register shall be retained at the company’s headquarters or another organization that is licensed to retain shareholder registers.
At the same time, shareholders are entitled to inspect, access, extract names and addresses of the company’s shareholders from the shareholder register.
What are the obligations of shareholders of a joint stock company in Vietnam?
Pursuant to Article 119 of the 2020 Law on Enterprises in Vietnam stipulating as follows:
Obligations of shareholders
1. Fully and punctually pay for their subscribed shares.
2. Do not withdraw contributed capital in the form of ordinary shares in any shape or form, unless the shares are purchased by the company or other persons. The shareholder that withdraws all or part of the share capital against regulations of this Clause and persons with related interests in the company shall have a liability for the company’s debts and other liabilities which is equal to the value of the shares withdrawn and the damage caused by this action.
3. Comply with the company's charter, rules and regulations.
4. Comply with resolutions and decisions of the Board of Directors and the GMS.
5. Protect the confidentiality of information provided by the company in accordance with the company's charter and the law; only use the provided information to perform and protect their lawful rights and interests; do not spread or share information provided by the company to any other organization or individual.
6. Other obligations prescribed by Law and the company's charter.
Thus, shareholders of joint-stock companies must fulfill the obligations according to the above provisions. This includes fully and punctually payment for their subscribed shares.
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