Is the internal agreement of shareholders of a joint stock company not to sell shares for a certain period of time violating the law?

Can shareholders of a joint stock company have an internal agreement not to sell shares for a certain period of time? Do common shareholders of a joint stock company have priority in purchasing new shares?

1. Can shareholders of a joint stock company have an internal agreement not to sell shares for a certain period of time?

According to the provisions of Clause 1, Article 127 of the 2020 Enterprise Law, shares are freely transferable, except for restrictions on common shares of founding shareholders specified in Clause 3, Article 120 of this Law and the Company’s Charter, which stipulates restrictions on transfer of shares. part.

Share transfer

1. Shares are freely transferable, except for the cases 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’s charter has restrictions on the transfer of shares, these regulations are only effective when clearly stated in the shares of the corresponding shares.

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For the internal agreement of shareholders in a joint stock company to not sell shares for a certain period of time, it does not violate the prohibition of the Law. of any other third party, the agreement can still be performed.

2. In what cases can a joint stock company reduce its charter capital?

The case where a joint stock company can reduce its charter capital is prescribed in Clause 5, Article 112 of the 2020 Enterprise Law as follows:

Capital of a joint stock company

1. The charter capital of a joint stock company is the total par value of all types of shares sold. The charter capital of a joint stock company when registering to establish a business is the total par value of all types of shares registered to buy and recorded in the company’s charter.

2. Sold shares are shares authorized to be offered for sale that have been fully paid for by shareholders to the company. When registering to establish a business, sold shares are the total number of shares of all types registered to buy.

3. Shares authorized to be offered for sale by a joint stock company are the total number of shares of all types that the General Meeting of Shareholders decides to offer for sale to raise capital. The number of shares authorized to be offered by a joint stock company when registering to establish a business is the total number of shares of all types that the company will offer to raise capital, including shares that have been registered to buy and shares that have not been registered to buy.

4. Unsold shares are shares that have the right to be offered for sale and have not yet been paid to the company. When registering to establish a business, unsold shares are the total number of shares of all types that have not been registered to buy.

5. The company may reduce its charter capital in the following cases:

a) According to the decision of the General Meeting of Shareholders, the company refunds a portion of capital contribution to shareholders in proportion to their share ownership in the company if the company has operated continuously for 02 years or more from the date of business registration and ensures full payment of debts and other property obligations after repaying shareholders. shareholders;

b) The company repurchases shares sold in accordance with the provisions of Article 132 and Article 133 of this Law;

c) The charter capital is not paid in full and on time by shareholders according to the provisions of Article 113 of this Law.

Accordingly, the joint stock company is entitled to reduce its charter capital in case as follows:

– According to the decision of the General Meeting of Shareholders, the company returns a portion of capital contribution to shareholders according to the proportion of their shares in the company if the company has operated continuously for 02 years or more from the date of business registration and ensures full payment of debts and other property obligations after returning to shareholders;

– The company buys back the shares already paid. sold according to the provisions of Article 132 and Article 133 of this Law.

– charter capital is not paid in full and on time by shareholders according to regulations.

3. Do common shareholders of a joint stock company have priority to buy new shares?

Do common shareholders of a joint stock company have priority to buy new shares, according to the provisions of Point c, Clause 1, Article 115 of the Law on Enterprises 2020 as follows:

Rights of common shareholders

1. Ordinary shareholders have the following rights:

a) Attend and speak at the General Meeting of Shareholders and exercise the right to vote directly or through an authorized representative or other forms prescribed by the company’s Charter and law. Each common share has one vote;

b) Receive dividends at the level decided by the General Meeting of Shareholders;

c) Prioritize the purchase of new shares corresponding to the ownership ratio of common shares of each shareholder in the company;

d) Freely transfer your shares to others, except for the cases specified in Clause 3 of Article 120, Clause 1, Article 127 of this Law and other relevant legal provisions;

dd) Review, look up and extract information about names and contact addresses in the list of shareholders with voting rights; request to correct your inaccurate information;

e) Review, look up, extract or copy the company charter, minutes of the General Meeting of Shareholders and resolutions of the General Meeting of Shareholders;

g) When the company dissolves or goes bankrupt, receive a portion of the remaining assets corresponding to the percentage of shares owned in the company.

As Therefore, common shareholders of a joint stock company have priority rights to purchase new shares corresponding to the ownership ratio of common shares of each shareholder in the company.