When an Individual Shareholder Dies, How Are Heirs Regulated by Law?

Both spouses hold shares in the company. The wife suddenly passed away without leaving a will — how can the husband now inherit her shares?

1. When a shareholder who is an individual dies, how are heirs regulated by law?

Under clause 3 Article 127 of the Law on Enterprises 2020:

“Article 127. Transfer of shares

1. Shares may be freely transferred, except for cases prescribed at clause 3 Article 120 of this Law and where the company charter restricts share transfer. Where the company charter restricts share transfer, such restrictions take effect only when clearly stated in the corresponding share certificates.

2. Transfers are carried out by contract or transactions on the securities market. Where transfer is by contract, the transfer documents must be signed by the transferor and transferee or their authorized representatives. Where transactions are on the securities market, the transfer order and procedures follow securities law.

3. Where a shareholder who is an individual dies, the heirs under the will or under law of that shareholder become shareholders of the company.

4. Where a shareholder who is an individual dies without heirs, heirs refuse to receive the inheritance, or are deprived of inheritance rights, the shares of that shareholder are resolved as prescribed by civil law.

5. Shareholders may donate part or all of their shares in the company to other individuals or organizations; use shares to pay debts. Individuals or organizations receiving donated shares or shares as debt payment become shareholders of the company.

6. Individuals or organizations receiving shares in the cases prescribed in this Article become company shareholders only from the time their information prescribed at clause 2 Article 122 of this Law is fully recorded in the shareholder register.

7. The company must register shareholder changes in the shareholder register at the request of the relevant shareholder within 24 hours of receiving the request as prescribed in the company charter.”

2. How is a lawful will regulated?

Article 630 of the Civil Code 2015 regulates lawful wills as follows:

– A lawful will must fully meet the following conditions:

+ The testator is lucid and clear-minded while making the will; is not deceived, threatened, or coerced;

+ The contents of the will do not violate prohibitions of law or contravene social ethics; the form of the will is not contrary to law.

– A will of a person aged fifteen to under eighteen must be made in writing and must be approved by the person’s father, mother, or guardian regarding the making of the will.

– A will of a person with physical limitations or an illiterate person must be made in writing by a witness and notarized or certified.

– A written will without notarization or certification is considered lawful only if it fully meets the conditions prescribed at clause 1 of this Article.

– An oral will is considered lawful if the oral testator expresses their last wishes before at least two witnesses, and immediately after the oral testator expresses their last wishes, the witnesses record them in writing and jointly sign or affix fingerprints. Within 05 working days from the date the oral testator expresses their last wishes, the will must be confirmed by a notary or competent certifying authority confirming the witnesses’ signatures or fingerprints.

3. Both spouses hold shares in the company. The wife suddenly passed away without leaving a will — how can the husband now inherit her shares?

Therefore, to inherit the wife’s shares (the inherited estate), the husband must carry out inheritance procedures in accordance with the law. Specifically:

Article 660 of the Civil Code 2015 regulates the division of estates under law as follows:

“Article 660. Division of estates under law

…

2. Heirs have the right to request division of the estate in kind; where it cannot be divided equally in kind, the heirs may agree on valuing the items in kind and agree on who receives them; where no agreement is reached, the items in kind are sold for division.”

The estate left behind is a quantity of company shares, which is entirely divisible in parts. Heirs may therefore request notarization of the division of the estate in kind as prescribed above.

The Notarization Law 2024 (Law No. 46/2024/QH15, effective from 01/7/2025, replacing the Notarization Law 2014) regulates notarization of estate division documents at Article 59 as follows:

* Notarization of estate division agreements (Article 59 of the Notarization Law 2024): Heirs under law or under a will in which the estate portions of each person are not clearly determined have the right to request notarization of an estate division agreement.

In the estate division agreement, a beneficiary of the estate may donate all or part of the estate they are entitled to to other heirs.

Note on the new point: The Notarization Law 2024 no longer has a separate regulation on “notarization of estate declaration documents” as in Article 58 of the Notarization Law 2014; the procedure for notarizing estate division documents under Article 59 also applies to cases of inheritance under a will or under law where there is only 01 heir (clause 5 Article 59 of the Notarization Law 2024).

Note: – If no will is left, the first-order heirs have equal rights to the estate left by the deceased;

– The first-order heirs are prescribed at Article 651 of the Civil Code 2015.

– If the first-order heirs agree, they may agree to leave the entire inherited estate — the company’s shares — to the husband; or prepare an authorization document for the husband to represent those shares in the company’s activities.