What is a founding shareholder and how many shares do you need to own at least?

According to Article 4 of the Law on Enterprises 2020, regulations on shareholders are as follows:

Explanation of terms
In this Law, the following terms are understood as follows:
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3. Shareholders are individuals or organizations that own at least one share of a joint stock company.
4. A founding shareholder is a shareholder who owns at least one common share and signs on the list of founding shareholders of a joint stock company.
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At the same time, in Clause 1 Article 57 of Decree 01/2021/ND-CP Regulations on notification of changes in information of founding shareholders of unlisted joint stock companies are as follows:

Notice of change in information of founding shareholders of unlisted joint stock companies
1. Founding shareholders specified in Clause 4, Article 4 of the Law on Enterprises are shareholders who own at least one common share and sign in the List of founding shareholders submitted to the Business Registration Office at the time of enterprise registration.
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Accordingly, it can be understood that founding shareholders are entities that meet the following two conditions:

[1] Own at least 01 common share

[2] Sign the List of founding shareholders submitted to the Business Registration Office at the time of registering to establish a joint stock company

In addition, in Clause 2, Article 120 of the Law on Enterprises 2020, regulations on common shares of founding shareholders, 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 joint stock company.

What basic content does the shareholder registration book include?

According to Clause 2, Article 122 of the Law on Enterprises 2020regulations that the shareholder register must include the following main contents:

– Name and address of the company’s headquarters;

– Total number of shares authorized to be offered for sale, types of shares authorized to be offered, and number of shares authorized to be offered for each type;

– Total number of shares sold of each type and value of contributed capital;

– Full name, contact address, nationality, legal document number of individual for individual shareholders;

– Name, business code or legal document number of the organization, head office address for institutional shareholders;

– Number of shares of each type of each shareholder, date of share registration.

In addition, if shareholders change their contact address, they must promptly notify the company to update the shareholder register. The Company is not responsible for not being able to contact shareholders due to not being notified of changes in shareholders’ contact addresses.

What does a file for changing charter capital of a joint stock company include?

According toClause 1 Article 51 Decree 01/2021/ND-CPRegarding registration of changes in charter capital, capital contribution, capital contribution ratio, the regulations are as follows:

Register to change charter capital, capital contribution, capital contribution ratio
1. In case a limited liability company, joint stock company, or partnership registers a change in charter capital, the company sends a registration dossier to change the 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) Resolutions and decisions of the company owner for one-member limited liability companies; Resolutions, decisions and meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships, and the General Meeting of Shareholders for joint stock companies on changing charter capital;
c) Document from the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, foreign-invested economic organizations in cases where capital contribution registration procedures, stock purchase, capital contribution purchase must be carried out according to the provisions of the Investment Law.
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4. In case of reducing charter capital, the enterprise must commit to ensuring full payment of debts and other property obligations after reducing capital. In case a limited liability company with two or more members reduces its charter capital according to the provisions of Points a and b, Clause 3, Article 68 of the Law on Enterprises, the registration dossier to reduce charter capital must be accompanied by the financial report closest to the time of decision to reduce charter capital.

Thus, the dossier to change charter capital at a joint stock company will include the following documents:

– Notice of change in business registration content signed by the legal representative of the enterprise.

– Resolutions and decisions of the General Meeting of Shareholders on changes to charter capital.

– Minutes of the meeting of the General Meeting of Shareholders on changes to charter capital.

– Document from the Investment Registration Authority approving capital contribution, share purchase, capital contribution portion of foreign investors in cases where capital contribution registration procedures, share purchase, capital contribution purchase must be carried out according to the provisions of the Law on Investment 2020.

– Commitment to ensuring full payment of debts and other property obligations after capital changes.

– Financial statements of the enterprise for the period closest to the time of decision to change charter capital.