Tiếng Việt
中文Quick answer: It depends on the time the transfer is completed relative to the shareholder list record date for the meeting. Under the Law on Enterprises 2020 (amended by Law No. 76/2025/QH15, effective 01/7/2025), share transfers are effected under Article 127 (by contract or transaction on the securities market). Internally, the company determines shareholders based on the shareholder register; the list of shareholders entitled to attend the General Meeting of Shareholders is prepared based on the shareholder register (and the securities-owner register), no more than 10 days before the date of sending meeting invitations if the company charter does not prescribe a shorter period (Clause 1, Article 141, as amended by Law No. 76/2025/QH15). Accordingly, only persons named in the list of shareholders entitled to attend as of the record date are convened to and may attend the General Meeting of Shareholders.
Legal basis
- Law on Enterprises 2020 (amended by Law No. 76/2025/QH15) — Article 127 (share transfer); Clause 1, Article 141 (list of shareholders entitled to attend, as amended by Law No. 76/2025/QH15); Clause 3, Article 120 (voting preference shares and the 03-year transfer restriction for founding shareholders).
When does the transferee become a shareholder?
- Shares are freely transferable (except voting preference shares and the 03-year restriction for founding shareholders under Clause 3, Article 120, and restrictions under the charter);
- The transfer is effected by contract or transaction on the securities market;
- The transferee is recognized as a shareholder by the company from the time their information is recorded in the shareholder register — not the time of signing the contract (the basis for determining shareholders is the shareholder register under Article 122; the attendance list is prepared under Clause 1, Article 141).
Who may attend the General Meeting of Shareholders?
- Case 1 — transfer completed (recorded in the register) before the record date: the transferee is named in the list → may attend; the transferor no longer has the right;
- Case 2 — transfer after the record date (or not yet recorded in the shareholder register): the transferor remains named in the list → remains the convened person, attending and voting;
- The parties may agree in the transfer contract on authorizing meeting attendance, but legally, attendance rights attach to the name in the shareholder list as of the record date.
Key notes
- The company must update the shareholder register promptly after each transfer transaction to correctly determine who has the rights;
- Disputes over attendance and voting rights often arise when transfers occur close to the record date — the register recording should be completed before the record date.
How ANT Legal can help
ANT Legal advises on share transfers, joint stock company governance and resolution of internal disputes. For advice on your specific case, please contact our lawyers at 0966.475.966.
Related services
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.
