Do transferring or receiving shareholders have the right to attend the General Meeting of Shareholders?

Determine shareholders with the right to attend the General Meeting of Shareholders in case shareholders transfer shares after the date of preparing the List of Shareholders?

1. When does the transferee of shares become a shareholder of the company?

According to Article 127 of the Law on Enterprises 2020, the transfer of shares is regulated as follows:

– Shares are freely transferable, except for the case specified in Clause 3, Article 120 of this Law and the Company’s Charter has regulations restricting the transfer of shares. In case the company charter has restrictions on the transfer of shares, these regulations are only effective when clearly stated in the shares of the corresponding shares.

– The transfer is carried out by contract or transaction on the stock market. In case of transfer by contract, the transfer documents must be signed by the transferor and transferee or their authorized representatives. In case of transactions on the stock market, the order and transfer procedures are carried out in accordance with the provisions of the law on securities.

– In case a shareholder who is an individual dies, the heir according to the will or law of that shareholder becomes a shareholder of the company.

– In case the shareholder is an individual who dies without an heir, the heir refuses to inherit or is disinherited, then The number of shares of that shareholder is resolved according to the provisions of civil law.

– Shareholders have the right to donate part or all of their shares in the company to other individuals or organizations; Use shares to repay debt. Individuals and organizations that are gifted or receive debt repayment in the form of shares will become shareholders of the company.

– Individuals and organizations that receive shares in the cases specified in this Article only become shareholders of the company from the time their information specified in Clause 2, Article 122 of this Law is fully recorded in the shareholder registration book.

– The company must register a change of shareholder in the shareholder register at the request of the relevant shareholder within 24 hours of receiving the request as prescribed in the company’s Charter.

Thus, the transferee of shares only becomes a shareholder of the company from the moment their information specified in Clause 2, Article 122 of this Law is fully recorded in the register. shareholder signature. Therefore, in case the transferor has transferred shares to the transferee, but the transferee’s information has not yet been recorded in the shareholder register, the transferee is still not considered a shareholder of the company.

2. Does the transferor or transferee shareholder have the right to attend the General Meeting of Shareholders?

According to Article 141 of the Law on Enterprises 2020, the list of shareholders with the right to attend the General Meeting of Shareholders is prescribed as follows:

– The list of shareholders with the right to attend the General Meeting of Shareholders is established based on the company’s shareholder registration book. The list of shareholders with the right to attend the General Meeting of Shareholders is drawn up no more than 10 days before the date of sending the invitation to the General Meeting of Shareholders if the Company Charter does not stipulate a shorter time limit.

– The list of shareholders with the right to attend the General Meeting of Shareholders must include full name, contact address, nationality, legal document number of the individual for shareholders who are individuals; name, business code or legal document number of the organization, head office address for institutional shareholders; number of shares of each type, number and shareholder registration date of each shareholder.

– Shareholders have the right to check, look up, extract, copy names and contact addresses of shareholders in the list of shareholders with the right to attend the General Meeting of Shareholders; request to correct incorrect information or supplement necessary information about yourself in the list of shareholders with the right to attend the General Meeting of Shareholders. Company managers must promptly provide information in the shareholder register, amend and supplement incorrect information at the request of shareholders; shall be responsible for compensating for damages arising from failure to provide or providing untimely or inaccurate shareholder registration information as requested. The order and procedures for requesting information in the shareholder register comply with the provisions of the company’s charter.

Thus, there are no regulations on changing shareholders attending the General Meeting of Shareholders when transferring shares after preparing the List of Shareholders, but shareholders only have the right to request correction of incorrect information or supplement necessary information about themselves in the list of shareholders with the right to attend the General Meeting of Shareholders.

3. Can the transferee attend the General Meeting of Shareholders?

According to the provisions of Article 144 of the Law on Enterprises 2020, the exercise of the right to attend the General Meeting of Shareholders is stipulated as follows:

– Shareholders and authorized representatives of shareholders who are organizations can directly attend the meeting or authorize in writing one or several other individuals or organizations. Attend the meeting or attend the meeting through one of the forms specified in Clause 3 of this Article.

– Authorization for individuals or organizations to represent the General Meeting of Shareholders must be made in writing. The authorization document is made according to the provisions of civil law and must clearly state the name of the authorized individual or organization and the number of authorized shares. Individuals and organizations authorized to attend the General Meeting of Shareholders must present a written authorization when registering to attend the meeting before entering the meeting room.

– Shareholders are considered to attend and vote at the General Meeting of Shareholders in the following cases:

+ Attend and vote directly at the meeting;

+ Authorize other individuals and organizations to attend Attend and vote at the meeting;

+ Attend and vote through online conferences, electronic voting or other electronic forms;

+ Send votes to the meeting via mail, fax, email;

+ Send votes by other means as prescribed in the Company Charter

As Therefore, the transferring shareholder can authorize the transferee to attend and vote at the meeting on their behalf. And the person with the right to nominate candidates for the Board of Directors is still the transferring shareholder.