A joint stock company does not necessarily have to In what cases are there founding shareholders? In this case, whose signature must be the company’s charter?

In what cases does a joint stock company not necessarily have founding shareholders? In this case, whose signature must be the company’s charter?

Founding shareholders of a joint stock company are specified in Clause 1, Article 120 of the 2020 Enterprise Law as follows:

Common shares of founding shareholders

1. A newly established joint stock company must have at least 03 founding shareholders. A joint stock company converted from a state-owned enterprise or a limited liability company or divided, separated, consolidated or merged from another joint stock company does not necessarily have to have founding shareholders; In this case, the company charter in the business registration file must be signed by the legal representative or common shareholders of that company.

2. Founding shareholders must jointly register to buy at least 20% of the total number of common shares authorized to be offered when registering to establish a business.

3. Within 03 years from the date the company is granted the Business Registration Certificate, common shares of founding shareholders are freely transferable to other founding shareholders and can only be transferred to people who are not founding shareholders if approved by the General Meeting of Shareholders. In this case, the founding shareholders intending to transfer common shares do not have the right to vote on the transfer of those shares.

4. The restrictions specified in Clause 3 of this Article do not apply to the following common shares:

a) Shares that founding shareholders have additional after registering to establish an enterprise;

b) Shares that have been transferred to someone other than a founding shareholder.

Thus, according to regulations, a joint stock company does not necessarily have to have founding shareholders in the following cases:

– Joint stock companies converted from state-owned enterprises or limited liability companies;

– Joint stock companies are divided, separated, consolidated, or merged from other joint stock companies

Note: In these cases, the company charter in the business registration dossier must be signed by the legal representative or common shareholders of that company.

How many common shares does a founding shareholder own at a minimum in a joint stock company?

Founding shareholders are specified in Clause 4, Article 4 of the 2020 Enterprise Law as follows:

Explanation of terms

In this Law, the following terms are understood as follows: following:

1. A copy is a document copied from the original book or authenticated from the original by a competent agency or organization or compared with the original.

2. A foreign individual is a person who carries documents identifying foreign nationality.

3. Shareholders are individuals or organizations that own at least one share of a joint stock company.

4. A founding shareholder is a shareholder who owns at least one common share and signs on the list of founding shareholders of a joint stock company.

5. Dividends are net profits paid per share in cash or other assets.

6. Companies include limited liability companies, joint stock companies and partnerships.

7. Limited liability companies include one-member limited liability companies and limited liability companies with two or more members.

Thus, according to regulations, founding shareholders must own at least one common share and sign in the list of founding shareholders of the joint stock company.

Can shareholders of a joint stock company withdraw capital contributed by common shares from the company?

Obligations of shareholders in a joint stock company are stipulated in Clause 2, Article 119 of the 2020 Enterprise Law as follows:

Obligations of shareholders east

1. Pay in full and on time for the number of shares committed to purchase.

2. It is not allowed to withdraw capital contributed by common shares from the company in any form, except in the case of the company or another person buying back the shares. In case a shareholder withdraws part or all of the contributed share capital contrary to the provisions of this Clause, that shareholder and people with related interests in the company must be jointly responsible for the debts and other property obligations of the company within the value of the withdrawn shares and the damages caused.

3. Comply with the Company Charter and internal management regulations of the company.

4. Comply with resolutions and decisions of the General Meeting of Shareholders and the Board of Directors.

5. Confidentiality of information provided by the company according to the provisions of the Company Charter and the law; Only use the information provided to exercise and protect your legitimate rights and interests; It is strictly forbidden to distribute, copy or send information provided by the company to other organizations or individuals.

6. Other obligations according to the provisions of this Law and the Company’s Charter.

Thus, according to the above regulations, shareholders of a joint stock company are not allowed to withdraw capital contributed by common shares from the company in any form, except in cases where the shares are bought back by the company or another person.

Note: If a shareholder withdraws part or all of the contributed share capital contrary to the above regulations, that shareholder and people with related interests in the company must be jointly responsible for the debts and other property obligations of the company within the value of the withdrawn shares and the damages that occur.