What are sold shares? When can a joint stock company buy back sold shares at the request of shareholders?

What are sold shares?

According to the provisions of Clause 2, Article 112 of the Law on Enterprises 2020, sold shares are shares with the right to be offered for sale that have been fully paid for by shareholders to the company. ty.

When registering to establish a business, sold shares are the total number of shares of all types registered to buy.

When is a joint stock company allowed to buy back sold shares at the request of shareholders?

According to the provisions of Clause 5, Article 112 of the 2020 Enterprise Law, a joint stock company can reduce its charter capital by buying back sold shares according to the provisions of Article 132 and Article 133 of the Law this.

Capital of the joint stock company

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5. The company may reduce its charter capital in the following cases:

a) According to the decision of the General Meeting of Shareholders, the company refunds a portion of capital contribution to shareholders in proportion to their share ownership in the company if the company has operated continuously for 02 years or more from the date of business registration and ensures full payment of debts and other property obligations after repaying shareholders. shareholders;

b) The company repurchases sold shares according to the provisions of Article 132 and Article 133 of this Law;

c) The charter capital is not paid in full and on time by shareholders according to the provisions of Article 113 of this Law.

Referring to Article 132 of the 2020 Enterprise Law, which regulates Buy back shares at the request of shareholders as follows:

Repurchase shares at the request of shareholders

1. Shareholders who voted not to pass a resolution on reorganizing the company or changing the rights and obligations of shareholders stipulated in the company charter have the right to request the company to buy back their shares. The request must be in writing, clearly stating the name and address of the shareholder, number of shares of each type, intended selling price, and reason for requesting the company to buy back. The request must be sent to the company within 10 days from the date the General Meeting of Shareholders passed a resolution on the issues specified in this Clause.

2. The company must buy back shares at the request of shareholders specified in Clause 1 of this Article at the market price or price calculated according to the principles stipulated in the company charter within 90 days from the date of receipt of the request. In case a price cannot be agreed upon, the parties can request a valuation organization to determine the price. The company introduces at least 03 valuation organizations for shareholders to choose from and that choice is the final decision.

Accordingly, a joint stock company is allowed to buy back sold shares at the request of shareholders when the following conditions are met:

(1) A shareholder requesting to buy back shares is a shareholder who has voted not to pass a resolution on reorganizing the company or changing the rights and obligations of shareholders specified in the company’s Charter.

(2) The request to buy back shares must be in writing, clearly stating the name and address of the shareholder, the number of shares of each type, the intended selling price, and the reason for requesting the company to buy back.

(3) The request must be sent to the company within 10 days from the date the General Meeting of Shareholders passed the resolution on the above issues.

A joint stock company must buy back shares at the request of shareholders at the market price or a price calculated according to the principles stipulated in the company’s charter within 90 days from the date of receipt of the request.

Does the shareholder register of a joint stock company include information about sold shares?

The information in the shareholder register of a joint stock company is specified in Clause 2, Article 122 of the 2020 Enterprise Law as follows:

Shareholder register

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2. The shareholder registration book must include the following main contents:

a) Name and address of the company’s headquarters;

b) Total number of shares authorized to be offered for sale, types of shares authorized to be offered for sale and number of shares authorized to be offered for each type;

c) Total number of shares sold of each type and value of equity capital contribution;

d) Full name, contact address, nationality, legal document number of individual for individual shareholders; name, business code or legal document number of the organization, head office address for institutional shareholders;

d) Number of shares of each type of each shareholder, date of share registration.

Thus, the shareholder registration book of a joint stock company must include the information specified in Clause 2, Article 122 mentioned above. It must contain information about the total number of shares sold of each type and the value of contributed capital.