Add shareholders / capital contributors – From 500,000 VND

The addition of shareholders in a joint stock company is one of the forms of change in the ownership structure, which may take place through the transfer of shares or the offering of new shares, additional shareholders and capital contributing members. Below is a guide detailing the legal process and required documentation

1. Forms of adding shareholders in joint-stock companies

1.1 Offer of shares to increase charter capital

– Add new shareholders by issuing shares and offering them to external investors.

– Making changes to the charter capital → must be registered with the Business Registration Office.

– Usually used to raise new capital.

1.2. Transfer of existing shares

– The current shareholder transfers a part of the shares to another person → to add new shareholders.

– Do not change the charter capital.

– Just update the list of shareholders if you are a founding shareholder (in the first 3 years).

2. Dossier for adding shareholders (in case of offering shares)

► Dossiers sent to the Department of Planning and Investment include:

– Notification of changes to business registration content (according to the form).

– Minutes of the meeting and resolutions of the General Meeting of Shareholders on the offering of shares and addition of new shareholders.

– List of founding shareholders and new shareholders after the change.

– Copy of ID card/Passport of the new shareholder.

– Power of attorney for the person performing the procedure (if any).

3. Order of implementation of additional shareholder services

► Step 1: General Meeting of Shareholders

To issue resolutions on offering shares and supplementing shareholders.

► Step 2: Signing a share purchase and sale contract

New shareholders transfer capital contribution to the company’s account.

► Step 3: Submit the change to the Business Registration Office

Online at: dangkykinhdoanh.gov.vn

► Step 4: Update Business Registration Certificate (if capital increase)

Processing time: 3 working days.

4. Some important notes

► If the new shareholder is a foreign investor, it is necessary to:

+ Register capital contribution at the Department of Finance (according to the Investment Law).

+ Make sure not to violate the ownership rate limited by industry.

► Transfer of shares of founding shareholders in the first 3 years must be approved by the General Meeting of Shareholders (unless otherwise provided by the charter).

► The change of shareholders does not change the legal representative, unless there is a relevant resolution.

5. Transfer of shares

► Applicable when:

+ The current shareholder resells his/her shares to another person.

+ Do not change the charter capital of the company.

► Internal documents (no need to submit to the Department of Finance if no change of founding shareholders):

+ Share transfer contract (can be notarized if necessary).

+ Minutes of meetings and resolutions of the Board of Management (if the transfer is from 10% or more or the charter requires).

+ Register of shareholders to update the transferee.

+ Notice of change of founding shareholder (if within 3 years from the date of establishment and being a founding shareholder).

► Transfer of shares of founding shareholders in the first 3 years must be approved by the General Meeting of Shareholders (unless otherwise provided by the charter).

► Update information of founding shareholders

► If there is a change in the founding shareholder (within 3 years from the date of business registration), it is necessary to:

+ Submit the Notice of change of founding shareholder information to the Business Registration Office.

+ Attached with documents proving the transfer.

6. Issuance of additional shares to increase charter capital

► Applicable when:

+ The enterprise wants to increase its charter capital and attract new shareholders (or issue to existing shareholders).

► Dossier sent to the Department of Finance:

+ Notification of changes in the content of enterprise registration (increase in charter capital).

+ Minutes of the meeting and resolutions of the General Meeting of Shareholders on the issuance of shares.

+ List of founding shareholders (if any changes) and new shareholders.

+ ID card/Passport of the new shareholder.

+ Power of attorney (if authorized to submit dossiers).

+ Confirm capital contribution or transfer documents to the company account (if necessary).

 7. General process when combining both forms

► Step 1: General Meeting of Shareholders

Approve the plan to transfer shares (if related to the founding shareholders) and issue shares.

► Step 2: Signing a share transfer contract

Update the register of shareholders.

► Step 3: To carry out the issuance of shares

+ New shareholders transfer capital contribution.

+ Update the charter capital and the list of new shareholders.

► Step 4: Submit the change to the Business Registration Office

+ Through the National Business Registration Portal: https://dangkykinhdoanh.gov.vn

+ Within 10 days from the completion of the transfer/issuance.

► Step 5: Release of changes

Within 30 days from the date of issuance of the Certificate of New Enterprise Registration (if capital increase).

– Special note

See also:

► Change in charter capital

► Change business type

► Suspension of business

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