What is application for notification of change of foreign shareholders of unlisted joint-stock companies in Vietnam?

1. What is application for notification of change of foreign shareholders of unlisted joint-stock companies in Vietnam?

Article 58 of Decree 01/2021/ND-CP stipulates notification of change of foreign shareholders of unlisted joint-stock companies, as follows:

1. In case of change of foreign shareholders of an unlisted joint-stock company according to Clause 3 Article 31 of the Law on enterprise, the company shall send an application for changes to enterprise registration information to the Business Registration Office of province where the company is headquartered. The application includes the following documents:

a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;

b) The list of foreign shareholders after change. The list of foreign shareholders must bear signatures of shareholders whose share values are changed; signatures of shareholders with unchanged share values are optional;

c) A contract for transfer of shares or documents proving completion of the transfer;

d) Copies of legal documents of the transferee that is an individual, or copies of legal documents of the transferee that is an organization and copies of legal documents of its authorized representative and letter of appointment of authorized representative.

If a shareholder is a foreign organization, copies of legal documents of that organization must be legalized;

dd) A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.

2. When receiving the application, the Business Registration Office shall give a confirmation slip, examine the validity of documents, and update information about foreign shareholders on the National Enterprise Registration Database. The Business Registration Office shall issue a certificate of changes to enterprise registration information to the enterprise at its request.

2. What is application for notification of changes in information about foreign shareholders in Vietnam? 

Pursuant to Article 60 of Decree 01/2021/ND-CP stipulating notification of changes in information about foreign shareholders; changes in information about authorized representatives of shareholders that are foreign organizations; lease of sole proprietorship; changes in information about authorized representatives, according to which:

1. Within 03 working days from the day on which information about full name, nationality, passport number, contact address, quantity and type of shares of a shareholder that is a foreigner, or information about name, enterprise ID number, headquarters address, quantity and type of shares of a shareholder that is a foreign organization, and full name, nationality passport number and contact address of its authorized representative is available or changed, the enterprise shall send a notification of changes to enterprise registration information to the Business Registration Office of province where the enterprise is headquartered according to Clause 3 Article 176 of the Law on enterprises.

2. Within 03 working days from the effective date of the contract for lease of the sole proprietorship, the sole proprietor shall send a notification, enclosed with the notarized lease contract, to the Business Registration Office of the province where the sole proprietorship is headquartered according to Article 191 of the Law on Enterprises.

3. Within 10 working days from the day on which information about the authorized representative of the owner or member that is an organization of a limited liability company is changed, the company shall send a notification to the Business Registration Office of the province where it is headquartered.

4. When receiving the notification as prescribed in Clause 1, Clause 2 and Clause 3 of this Article, the Business Registration Office shall give a confirmation slip, examine the validity of documents, and update enterprise registration information on the National Enterprise Registration Database. The Business Registration Office shall issue a certificate of changes to enterprise registration information to the enterprise at its request.

Best Regards!