Change shareholders being foreign investors in unlisted joint stock companies in Vietnam

Today, LSX Lawfirm will give you an article about: “Change shareholders being foreign investors in unlisted joint stock companies in Vietnam”, as follows:

Legal grounds

Law on enterprises 2020

Law on investment 2020

Some notes for founding shareholders of joint stock companies

• Within 3 years from the date the company granted the Certificate of Business Registration, the founding shareholder has the right to freely transfer his shares to other founding shareholders and may only transfer ordinary shares. to a person who is not a founding shareholder if approved by the General Meeting of Shareholders.
• Founding shareholders must jointly register to buy at least 20% of the total number of ordinary shares authorized offered for sale at the time of business registration.

You want to know more about joint stock company, you can refer to the Joint stock company establishes a representative office in Vietnam, or Procedures for increasing or decreasing investment capital of foreign company, dossier to change the name of a company with foreign capital, etc.

Ordinary shares of founding shareholders

A new joint stock company shall have at least 03 founding shareholders. A joint stock company converted from a state-owned enterprise or limited liability company or after division, consolidation, acquisition of another joint stock company does not require to have founding shareholders. Instead, the company’s charter in the enterprise registration application shall contain signatures of the company’s legal representatives or ordinary shareholders.

The founding shareholders shall subscribe for at least 20% of the total authorized ordinary shares upon enterprise registration.

Within 03 years from the issuance date of the Certificate of Enterprise Registration, the ordinary shares of founding shareholders may be transferred to other founding shareholders and may only be transferred to a person that is not a founding shareholder if the transfer is accepted by the GMS. In this case, the transferor does not have the right to vote on this transfer.

The limitations specified in Clause 3 of this Article do not apply to the following ordinary shares:

a) Additional shares acquired by founding shareholders after the enterprise registered;

b) Shares that have been transferred to other persons that are not founding shareholders.

Change shareholders being foreign investors in unlisted joint stock companies in Vietnam

Profile change shareholders being foreign investors in unlisted joint stock companies in Vietnam

• Notification
• Then, Decision and valid copy of meeting minutes of the General Meeting of Shareholders
• Then, a valid copy of the establishment decision or other equivalent paper, a valid copy of the personal paper of the authorized representative and the corresponding authorization decision, for the foreign shareholder receiving the transfer being an organization. Or a copy of the legal identity papers of the foreign shareholder receiving the transfer as an individual.
• List of shareholders being foreign investors after the change.
  Share transfer contract or documents proving the completion of the transfer.
• Then, written approval of capital contribution, share purchase or capital contribution by foreign investors.
• Finally, power of attorney, introduce the person to submit the application.

Customers prepare to change shareholders being foreign investors in unlisted joint stock companies in Vietnam

• Provide accurate information on new share transfer recipients.
• Provide the latest information of shareholders for joint-stock companies.
• Then, company charter in soft copy.
• Old business registration certificate (photocopy or photocopy).
• Finally, a valid copy of the establishment decision or other equivalent paper, a valid copy of the personal paper of the authorized representative and the corresponding authorization decision, for the foreign shareholder receiving the transfer being an organization. Or a valid copy of the personal papers of the foreign shareholder receiving the transfer as an individual.

Related questions

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