Dossier for Notifying Changes to Founding Shareholder Information of a Joint-Stock Company

In which cases is notification of changes to the information of founding shareholders of an unlisted joint-stock company required? What does the dossier for notifying changes to enterprise registration contents when changing founding shareholder information comprise?

1. In which cases is notification of changes to the information of founding shareholders of an unlisted joint-stock company required?

The notification of changes to the information of founding shareholders of an unlisted joint-stock company is prescribed in Clause 2, Article 57 of Decree 168/2025/ND-CP as follows:

Notification of changes to information of founding shareholders of unlisted joint-stock companies

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2. Notification of changes to the information of founding shareholders to the provincial-level Business Registration Office shall only be made where a founding shareholder has not paid or has only partially paid for the shares registered for purchase as prescribed in Article 113 of the Law on Enterprises. The enterprise shall be responsible for notifying changes to the information of founding shareholders within 30 days from the end of the time limit for full payment of the shares registered for purchase.

At the same time, pursuant to Clause 3, Article 113 of the Law on Enterprises 2020:

Payment for shares registered for purchase upon enterprise establishment registration

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3. Where, after the time limit prescribed in Clause 1 of this Article, a shareholder has not paid or has only partially paid for the shares registered for purchase, the following shall apply:

a) A shareholder who has not paid for the shares registered for purchase shall automatically cease to be a shareholder of the company and may not transfer the right to purchase such shares to another person;

b) A shareholder who has only partially paid for the shares registered for purchase shall have voting rights, receive dividends and enjoy other rights corresponding to the paid shares; and may not transfer the right to purchase the unpaid shares to another person;

c) Unpaid shares shall be deemed unsold shares and the Board of Directors shall have the right to sell them;

d) Within 30 days from the end of the time limit for full payment of the shares registered for purchase as prescribed in Clause 1 of this Article, the company must register to adjust its charter capital by the par value of the fully paid shares, unless the unpaid shares have been fully sold within this time limit; and register changes to founding shareholders.

Thus, under the regulations, notification of changes to the information of founding shareholders of an unlisted joint-stock company shall only be made where a founding shareholder has not paid or has only partially paid for the shares registered for purchase.

An unlisted joint-stock company shall be responsible for notifying changes to the information of founding shareholders within 30 days from the end of the time limit for full payment of the shares registered for purchase.

2. What does the dossier for notifying changes to enterprise registration contents when changing the information of founding shareholders of a joint-stock company comprise?

The dossier for notifying changes to enterprise registration contents is prescribed in Clause 3, Article 57 of Decree 168/2025/ND-CP as follows:

Notification of changes to information of founding shareholders of unlisted joint-stock companies

…

3. In case of changes to the information of founding shareholders as prescribed in Clause 2 of this Article, the company shall send the dossier for notifying changes to enterprise registration contents to the provincial-level Business Registration Office of the locality where the company is headquartered. The dossier comprises the following documents:

a) The notice of changes to enterprise registration contents signed by the legal representative of the enterprise;

b) The list of founding shareholders of the joint-stock company, excluding information on founding shareholders who have not paid for the shares registered for purchase.

4. After receiving the enterprise registration dossier, the provincial-level Business Registration Office shall issue a receipt, check the validity of the dossier, and update the information of founding shareholders in the National Database on Enterprise Registration. Where the enterprise so requests, the provincial-level Business Registration Office shall issue a Confirmation of changes to enterprise registration contents to the enterprise.

Thus, under the regulations, the dossier for notifying changes to enterprise registration contents when changing the information of founding shareholders of an unlisted joint-stock company comprises the following documents:

(1) The notice of changes to enterprise registration contents signed by the legal representative of the enterprise;

(2) The list of founding shareholders of the joint-stock company, excluding information on founding shareholders who have not paid for the shares registered for purchase.

3. How many founding shareholders must a newly-established unlisted joint-stock company have?

Founding shareholders of a joint-stock company are prescribed in Clause 1, Article 120 of the Law on Enterprises 2020 as follows:

Ordinary 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 from a limited liability company, or divided, separated, consolidated or merged from another joint-stock company, is not required to have founding shareholders; in this case, the company Charter in the enterprise registration dossier must bear the signature of the legal representative or the ordinary shareholders of such company.

2. Founding shareholders must jointly register to purchase at least 20% of the total number of ordinary shares offered for sale upon enterprise establishment registration.

Thus, under the regulations, a newly-established unlisted joint-stock company must have at least 03 founding shareholders.

However, where a joint-stock company is converted from a state-owned enterprise or from a limited liability company, or is divided, separated, consolidated or merged from another joint-stock company, it is not required to have founding shareholders.

Note: In this case, the company Charter in the enterprise registration dossier must bear the signature of the legal representative or the ordinary shareholders of such company.