Guidance on Notification of changes in information about founding shareholders of unlisted joint-stock companies in Vietnam

Guidance on notification of changes in information about founding shareholders of unlisted joint-stock companies in Vietnam (Image from Internet)

1. Guidance on notification of changes in information about founding shareholders of unlisted joint-stock companies in Vietnam

According to Article 57 of Decree 01/2021/ND-CP, the guidance on notification of changes in information about founding shareholders of unlisted joint-stock companies in Vietnam are as follows:

- Founding shareholders as stipulated in Clause 4, Article 4 of the Enterprise Law 2020 are shareholders who own at least one ordinary share and sign the list of founding shareholders submitted to the Business Registration Office at the time of enterprise registration establishment.

- Notification of changes in information of founding shareholders to the Business Registration Office is only carried out in cases where the founding shareholder has not paid or has only partially paid for the registered shares in accordance with Article 113 of the Enterprise Law 2020. The enterprise is responsible for notifying changes in information of the founding shareholder within 30 days from the date the deadline for full payment of registered shares ends.

- In the case of changes in information of founding shareholders as stipulated in Clause 2, Article 57 of Decree 01/2021/ND-CP, the company must submit the dossier notifying changes in enterprise registration content to the Business Registration Office where the company is headquartered. The dossier includes the following documents:

+ Notification of changes in enterprise registration content signed by the legal representative of the enterprise;

+ List of founding shareholders of the joint-stock company, excluding information on founding shareholders who have not paid for the registered shares.

- After receiving the enterprise registration dossier, the Business Registration Office issues a Receipt, checks the validity of the dossier, updates the information of the founding shareholders in the National Database on Enterprise Registration. If the enterprise requests, the Business Registration Office issues a Certificate confirming changes in enterprise registration content to the enterprise.

2. Guidance on notification of change of foreign shareholders of unlisted joint-stock companies in Vietnam

The notification of change of foreign shareholders of unlisted joint-stock companies in Vietnam is stipulated in Article 58 of Decree 01/2021/ND-CP as follows:

- In cases where an unlisted joint-stock company changes shareholders who are foreign investors as stipulated in Clause 3, Article 31 of the Enterprise Law 2020, the enterprise must submit a dossier notifying changes in enterprise registration content to the Business Registration Office where the enterprise is headquartered. The dossier includes the following documents:

+ Notification of changes in enterprise registration content signed by the legal representative of the enterprise;

+ List of shareholders who are foreign investors after the change. The list must include signatures of shareholders whose share value has changed, it is not mandatory to have signatures of shareholders whose share value has not changed;

+ The share transfer contract or documents verifying the completion of the transfer;

+ A copy of the legal documents of the individual in case the transferee is an individual; a copy of the legal documents of the organization, a copy of the legal documents of the individual for the authorized representative, and a copy of the document appointing the authorized representative in case the transferee is an organization.

For foreign organizations as shareholders, the copy of the organization’s legal documents must be consular legalized;

+ A document from the Investment Registration Agency approving the capital contribution, share purchase, or capital contribution purchase by foreign investors, or economic organizations with foreign investment, in cases where procedures for registration of capital contribution, share purchase, or capital contribution purchase must be carried out according to the provisions of the Investment Law 2020.

- After receiving the enterprise registration dossier, the Business Registration Office issues a Receipt, checks the validity of the dossier, updates the information about shareholders who are foreign investors in the National Database on Enterprise Registration. If the enterprise requests, the Business Registration Office issues a Certificate confirming changes in enterprise registration content to the enterprise.

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