If a shareholder who is an individual dies, then the heirs are regulated by the law like that Which?

The couple both have shares in the company. Now that the wife suddenly passed away without leaving a will, what should the husband do now to get his wife’s shares back?

1. In case a shareholder is an individual who dies, how is the heir determined by law?

Pursuant to Clause 3, Article 127 of the Law on Enterprises 2020, it is stipulated:

“Article 127. Transfer of shares

1. Shares are freely transferable, except for the case specified in Clause 3, Article 120 of this Law and the Company’s Charter have 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 corresponding shares.

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

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

4. In case the shareholder is an individual who dies without an heir, the heir refuses to accept the inheritance inheritance or disinheritance, the shareholder’s shares will be resolved according to the provisions of civil law.

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

6 Shareholders 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 register.

7. The company must register changes of shareholders 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 legal will regulated?

In Article 630 of the 2015 Civil Code, a legal will is stipulated as follows:

– A legal will must meet all of the following conditions:

+ The person making the will is lucid and wise while making the will; not be deceived, threatened, or coerced;

+ The content of the will does not violate prohibitions of the law, nor is it contrary to social ethics; The form of the will does not violate the law.

– The will of a person from fifteen to under eighteen years old must be made in writing and must have the consent of the father, mother or guardian to make the will.

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

– A written will that is not notarized or authenticated is only considered legal if all the conditions specified in Clause 1 of this Article are met.

– An oral will is considered legal if the oral testator expresses his/her final will in front of at least two witnesses and immediately after the oral testator expresses his/her final will, the witness records it, signs or fingerprints. Within 05 working days from the date the testator orally expressed his/her final will, the will must be certified by a notary public or competent authentication agency with the signature or fingerprint of the witness.

3. The couple both have shares in the company. Now that the wife suddenly passed away without having time to leave a will, what should the husband do now to get his wife’s shares back?

Therefore, if he wants to enjoy the shares left by his wife (inheritance), the husband must carry out inheritance procedures in accordance with the law. Specifically:

Pursuant to Article 660 of the 2015 Civil Code, there are provisions on the division of estate according to law as follows:

“Article 660. Division of estate according to law

…

2. Heirs have the right to request division of the estate in kind; If it is not possible to divide equally in kind, the heirs can agree on the valuation of the kind and the recipient of the kind; If no agreement can be reached, the artifacts will be sold and divided.

The legacy left behind is the number of shares in the company, which can be divided into parts. Therefore, heirs can request to notarize the division of inheritance in kind as prescribed above.

The Notary Law 2014 also has regulations on notarizing estate division agreement documents and notarizing estate declaration documents as follows:

* Notarization of the inheritance division agreement document (Article 57 of the Notary Law 2014): Heirs at law or by will whose will does not clearly identify each person’s inheritance share have the right to request a notarization of the inheritance division agreement document.

In the written inheritance division agreement, the beneficiary of the estate can donate all or part of the estate he or she is entitled to to another heir.

* Notarization of the inheritance declaration document (Article 58 of the Notary Law 2014): The sole person entitled to inherit the estate according to the law or those who are jointly entitled to the inheritance according to the law but agree not to divide the estate has the right to request the notarization of the inheritance declaration document.

Note: – If there is no will, the first line of heirs will have equal rights to the inheritance left by the deceased;

– People in the first line of inheritance are specified in Article 651 of the 2015 Civil Code.

– If the first line of heirs agree, they can agree to leave the entire inheritance, which is shares in the company, to the husband; or have a written authorization for the husband to represent the above shares in the company’s activities.