Tiếng Việt
中文Founding shareholders may freely transfer their ordinary shares to others, except for restrictions prescribed by law.
1. Right to transfer shares of ordinary shareholders
Under Article 115 of the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15, effective from 01/07/2025), an ordinary shareholder has the right to freely transfer his/her shares to others, except as provided in Clause 3, Article 120 and Clause 1, Article 127 of this Law and other relevant laws.
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2. Transfer restrictions applicable to founding shareholders
Under Clause 3, Article 120 of the Law on Enterprises 2020, within 03 years from the date the company is granted the enterprise registration certificate, a founding shareholder may freely transfer his/her shares to another founding shareholder, but may only transfer his/her ordinary shares to a person who is not a founding shareholder with the approval of the General Meeting of Shareholders.
After the 03-year period, a founding shareholder may freely transfer ordinary shares like an ordinary shareholder.
3. Share transfer procedures
The transfer of shares is carried out by a transfer contract under the Civil Code 2015 and recorded in the company’s shareholder register. For public companies, the transfer must also comply with securities law.
Notes on application
The company charter may further regulate the transfer procedures but must not conflict with the Law on Enterprises 2020. Shareholders should check the company charter before carrying out a transfer.
Common risks to note
- Transferring shares within the first 03 years to an outsider without the approval of the General Meeting of Shareholders;
- Failing to update the shareholder register after the transfer;
- Disputes over the transfer price due to unclear agreement.
How can ANT Legal help?
ANT Legal assists in drafting share transfer contracts, reviewing company charters and advising on the implementation procedures. For advice, please contact an ANT Legal lawyer.
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