When running an enterprise, changes in business operations is unbearable. In fact, change of shareholders is not an unusual activity among unlisted Joint-stock companies. Following the topic, in this article, LSX will discourse a specific case; which is the Procedure for change of shareholders as a foreign investor in Vietnam.
- 2020 Enterprise Law
- Decree 01/2021/ND-CP
Dossier for change of shareholders as a foreign investor
Accordingly, a dossier for change of shareholders as a foreign investor in unlisted JSC shall include the following documents:
- Notice of change of business registration information signed by the legal representative of the enterprise
- The list of shareholders who are foreign investors after changes. The list of shareholders being foreign investors must include the signatures of the shareholder; whose share value changes, and the signature of the shareholder whose share value remains unchanged
- Share transfer contract or documents proving the completion of the transfer
- A copy of the individual’s legal papers in case the transferee is an individual; copy of legal papers of the organization, copy of legal papers of the individual for the authorized representative; copy of the document appointing the authorized representative in case the transferee is an organization. In case shareholders are foreign organizations, copies of legalized papers of the organization
- Document of the Investment Registration Authority approving the capital contribution, share purchase, purchase of capital contributions from foreign investors, foreign-invested economic organizations; in case the register for capital contribution procedures, purchase of shares, purchase of contributed capital must be carried out.
Procedure for change of shareholders as a foreign investor
Hence Article 58, Decree 01/2021/ND-CP, the procedure for change of shareholders as a foreign investor will contain the following steps:
Step 1: Submit the dossier
Basically, the enterprise must gather all the necessary documents as above. Then, the dossier shall be submitted to Business Registration Office where the enterprise’s head office is located.
Step 2: Update information about shareholders
After receiving the business registration application, the Business Registration Office shall issue a receipt, check the validity of the application, and update information on the foreign investor shareholder in the National Database about business registration.
In case the enterprise requires, the Business Registration Office shall issue a Certificate of change of business registration information to the enterprise.
Above is the procedure for change of shareholders as a foreign investor in Vietnam. Thank you for paying attention. In case you have any questions, please contact Lawyer X for quick and best legal services: 0833102102.
Foreign investor means an individual with foreign nationality or an organization established under foreign law that conducts business investment activities in Vietnam.
No, a Foreign Capital Company does not need a Legal Representative or a Director who is Vietnamese.
Within 03 working days from the date of receipt of complete and valid dossiers.