Document for notification of changes in business registration content when changing information of founding shareholders of a joint stock company

Notification of changes in information of founding shareholders of unlisted joint stock companies is only done in what cases? What does the dossier for notification of changes in business registration content when changing information of founding shareholders include?

1. Notification of changes in information of founding shareholders of unlisted joint stock companies is only done in what cases?

Notification of changes in information of founding shareholders of unlisted joint stock companies is specified in Clause 2, Article 57 of Decree 01/2021/ND-CP as follows:

Notice of change in information of founding shareholders of unlisted joint stock companies

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2. Notification of changes in information of founding shareholders to the Business Registration Office is only done in cases where founding shareholders have not paid or only partially paid for the shares registered to buy according to the provisions of Article 113 of the Law on Enterprises. The enterprise is responsible for making a notification to change information of founding shareholders within 30 days from the end of the time limit for paying in full for the number of shares registered to buy.

At the same time, based on Clause 3, Article 113 of the 2020 Enterprise Law, it is stipulated:

Payment for shares registered to buy when registering to establish a business

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3. In case after the deadline specified in Clause 1 of this Article, the shareholder has not paid or can only pay a part of the shares registered to buy, the following regulations shall apply:

a) Shareholders who have not paid for the shares registered to buy are automatically no longer shareholders of the company and may not transfer the right to buy those shares to others;

b) Shareholders who only pay part of the shares registered to buy have the right to vote, receive dividends and other rights corresponding to the number of shares paid; The right to buy unpaid shares is not allowed to be transferred to another person;

c) Unpaid shares are considered unsold shares and the Board of Directors has the right to sell;

d) Within 30 days from the end of the period to pay in full for the number of shares registered to buy according to the provisions of Clause 1 of this Article, the company must register to adjust its charter capital equal to the par value of the shares that have been paid in full, unless the unpaid shares have been sold within this period; Register to change founding shareholders.

Thus, according to regulations, notification of changes in information of founding shareholders of unlisted joint stock companies is only carried out in cases where founding shareholders have not paid or only partially paid for the number of shares registered to buy.

An unlisted joint stock company is responsible for implementing notification of changing information of founding shareholders within 30 days from From the end of the term, you must pay in full for the number of shares registered to buy.

2. What does the dossier for notification of changes in business registration content when changing information of founding shareholders of a joint stock company include?

Dossier for notification of change in business registration content is specified in Clause 3, Article 57 Decree 01/2021/ND-CP as follows:

Notification of change in information of founding shareholders of unlisted joint stock companies listed

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3. In case of changing information of founding shareholders specified in Clause 2 of this Article, the company sends a dossier notifying the change in business registration content to the Business Registration Office where the company’s headquarters is located. The dossier includes the following documents:

a) Notice of change in business registration content signed by the legal representative of the enterprise;

b) List of founding shareholders of the joint stock company, which does not include information about founding shareholders who have not yet paid for the shares registered to buy.

4. After receiving the business registration dossier, the Business Registration Office issues a Receipt, checks the validity of the dossier, and updates founding shareholders’ information in the National Business Registration Database. In case an enterprise needs it, the Business Registration Office issues a Confirmation of change in business registration content to the enterprise.

Thus, according to regulations, the dossier for notification of change in business registration content when changing information of founding shareholders of an unlisted joint stock company includes the following documents:

(1) Notice of change in business registration content by the representative signed business law;

(2) List of founding shareholders of a joint stock company, which does not include information about founding shareholders who have not yet paid for the shares registered to buy.

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

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 for sale when registering to establish a business.

Thus, according to regulations, a newly established unlisted joint stock company must have at least 03 founding shareholders.

However, in the case of a joint stock company converted from a state-owned enterprise or from a limited liability company or divided, separation, consolidation, merger from another joint stock company, it is not necessary to have founding shareholders.

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