Tiếng Việt
中文Quick answer: Share transfer dossiers and procedures follow the Law on Enterprises 2020 (on share transfer and the shareholder register) and tax obligations under Personal Income Tax Law No. 109/2025/QH15 (effective 01/7/2026). The main steps are: signing the transfer contract → payment → declaring and paying personal income tax → registering the change of shareholder information in the company’s shareholder register. From 01/7/2026, the applicable tax framework is the 2025 Personal Income Tax Law; Circular 111/2013/TT-BTC and Circular 92/2015/TT-BTC no longer apply.
Current legal framework
- Law on Enterprises 2020 — rules on shares, share transfers and the shareholder register;
- Personal Income Tax Law No. 109/2025/QH15 (effective 01/7/2026) — tax obligations on income from securities and capital transfers.
Share transfer dossier
- Share transfer contract between the transferor and the transferee (stating the number and class of shares, transfer price and payment method);
- Legal documents of the parties (citizen ID/passport, enterprise registration certificate…);
- Share ownership certificate (if any);
- Meeting minutes/resolution of the General Meeting of Shareholders or the Board of Directors (if required by the company charter or involving preferred shares or restricted transfers);
- Personal income tax declaration and tax payment receipts.
Implementation steps
- Negotiate and sign the share transfer contract;
- Make payment as agreed (note the rules on non-cash payment for securities transactions under specialized law);
- Declare and pay personal income tax on income from securities transfers under the 2025 Personal Income Tax Law;
- Update the shareholder register of the company — the transfer takes effect vis-à-vis the company only once recorded in the shareholder register;
- Perform information disclosure and reporting obligations under securities law (for public and listed companies).
Key notes
- For shares of founding shareholders, transfers within the first 03 years are restricted under the Law on Enterprises 2020;
- The company charter may prescribe additional conditions and procedures for transfers — check the charter before proceeding;
- Transactions arising before 01/7/2026 apply the old personal income tax framework; from 01/7/2026 the 2025 Personal Income Tax Law applies.
How ANT Legal can help
ANT Legal advises on and drafts share/capital transfer contracts, reviews tax obligations and represents clients in related procedures. For advice on your specific case, please contact our lawyers at 0966.475.966.
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Commercial Contracts
If you are preparing to sign, review or handle a dispute arising from a contract, ANT Legal can help assess key terms, legal risks and suitable handling options.
