What is a register of shareholders? 06 things to know about shareholder registration in Vietnam

What is a register of shareholders? 06 things to know about shareholder registration in Vietnam

1. What is a register of shareholders?

According to Clause 1, Article 122 of Vietnam's Law on Enterprise 2020, the shareholder register can be physical or electronic documents and contain information about the shareholders’ ownership of shares.

2. Contents of the register of shareholders

A shareholder register shall contain the following information according to Clause 2, Article 122 of Vietnam's Law on Enterprise 2020:

- 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.

3. Time to make the register of shareholders

A joint stock company shall make and retain the shareholder register from the issuance date of the Certificate of Enterprise Registration according to Clause 1, Article 122 of Vietnam's Law on Enterprise 2020.

4. Regulations on changing information in the register of shareholders

The change of information in the register of shareholders according to Clauses 4 and 5, Article 122 of Vietnam's Law on Enterprise 2020 is as follows:

- 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.

- The company shall update changes of shareholders in the shareholder register as requested by relevant shareholders in accordance with company's charter.

5. Regulations on storage of the shareholder register

According to Clause 3, Article 122 of Vietnam's Law on Enterprise 2020, the storage of the shareholder register is regulated as follows:

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.

6. Administrative fines for the act of failing to register shareholders

According to Clause 2, Article 52 of Vietnam's Decree 122/2021/ND-CP stipulating a fine ranging from VND 30,000,000 to VND 50,000,000 shall be imposed for any of the following violations related to the organization and management of enterprises:

- Failure to issue the certificate of capital contribution to a company’s member;

- Failure to make a member register or register of share-issuing shareholders;

- Failure to put up the enterprise’s name at its head office, failure to put up the name of branch, representative office or business location at its location;

- Failure to retain documents at the head office or another location specified in the company’s charter.

Thus, for the act of failing to make a shareholder register, a fine of between VND 30 million and VND 50 million may be imposed.

In addition, the remedy was also applied to compel the establishment of a register of shareholders according to the provisions of Point d, Clause 3, Article 52 of Vietnam's Decree 122/2021/ND-CP.

Quoc Dat

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