Calculate the voting ratio in a joint stock company regarding the transfer of shares by founding shareholders to others?

Is a joint stock company required to have founding shareholders?

Is a joint stock company required to have founding shareholders, according to the provisions of Clause 1, Article 120 of the 2020 Enterprise Law? following:

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.

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According to the above regulations, a newly established joint stock company must have at least 03 founding shareholders.

However, for joint stock companies converted from state-owned enterprises or limited liability companies or divided, separated, consolidated or merged from other joint stock companies, it is not necessary to have founding shareholders.

How to calculate the percentage of voting shares in a joint stock company when there are founding shareholders who do not have voting rights?

According to the provisions of Clause 3, Article 120 of the Law on Enterprises 2020, within 03 years from the date the company is granted a Business Registration Certificate, founding shareholders will have limited rights to transfer their shares.

Specifically, to transfer your common shares to people who are not founding shareholders, you must be 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.

According to Article 148 of the Law on Enterprises 2020, amended by Clause 5, Article 7 of the Law amending the Law on Public Investment, the Law on Investment by Public-Private Partnership, the Law on Investment, the Law on Housing, the Law on Bidding, the Law on Electricity, the Law on Enterprises, the Law on Special Consumption Tax and the Law on Civil Judgment Enforcement 2022, the rate of passing this issue will depend on the company charter (can be from 65% or more or above). 50% of the total votes).

In cases where the company charter has no provisions, the transfer of common shares of founding shareholders to others will be approved if more than 50% of the total votes of all shareholders attending the meeting approve.

Note: The ratio of 65% or more or over 50% of the total votes will be specifically regulated by the company charter.

When calculating the voting ratio for approval, only shareholders who attend and have the right to vote on this share transfer issue are counted.

For example: The General Meeting of Shareholders of a joint stock company has 20 shareholders, including 1 founding shareholder who wants to transfer his common shares to someone else (not a founding shareholder), so this shareholder does not have the right to vote.

Therefore, the approval vote is based on the percentage of total votes of the remaining 19 shareholders.

If 65% or more or more than 50% of the total votes of 19 shareholders approve, this content will be approved.

Does a joint stock company have to notify the business registration authority when changing founding shareholders?

In case of changing founding shareholders, does the joint stock company have to notify the business registration authority, according to the provisions of Clause 1, Article 31 of the Law on Enterprises 2020 as follows:

Notification of change in posting content business registration

1. Enterprises must notify the Business Registration Authority when changing one of the following contents:

a) Business lines;

b) Founding shareholders and shareholders who are foreign investors for joint stock companies, except for listed companies;

c) Other contents in the business registration dossier.

2. Enterprises are responsible for notifying changes in enterprise registration content within 10 days from the date of change.

Thus, when changing founding shareholders, the joint stock company must notify the Business Registration Authority within 10 days from the date of change.