What are the procedures for changing founding

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What are the procedures for changing founding shareholders of a joint stock company? is a legal issue that should be reviewed carefully before taking action in practice. This article is structured by ANT Legal in a practical and accessible way, helping individuals and businesses understand the main issues, common risks and appropriate solutions.

During the operating period, changing founding shareholders is common in Joint Stock Companies. ANT Legal Instructions on procedures for changing founding shareholders of a joint stock company are as follows:

Cases of changing founding shareholders of a company

In cases of changing founding shareholder information because the founding shareholders have not paid or have only paid part of the shares registered to buy.
In cases where founding shareholder information is changed due to the founding shareholders transferring shares. part.
In case the founding shareholder is an organization that has been merged, separated or consolidated into another enterprise.
In case of donating or inheriting shares.

Procedures for notifying change of founding shareholder of a joint stock company

List of documents

Case 1: In case of changing information due to founding shareholders not paying or only paying part of the shares registered to buy

Notification of change in business registration content (Appendix II-1, Circular No. 02/2019/TT-BKHDT);

For enterprises granted Investment Licenses, Investment Certificates or other legally valid documents Equivalent legal documents, in addition to the above documents, the enterprise must submit attached:

Valid copy of Investment Certificate;
Valid copy of Tax registration certificate;
Request to supplement and update business registration information specified in Appendix II-18 of Circular No. 02/2019/TT-BKHDT.

Case 2: In case of changing information due to a founding shareholder of a joint stock company transferring capital to shareholders who are foreign investors

Notice of change in content Business registration content (Appendix II-1, Circular No. 02/2019/TT-BKHDT);
List of shareholders who are foreign investors when changed;
Copy of Business Registration Certificate;
Tax registration certificate or Enterprise registration certificate;
Share transfer contract or documents proving completion of transfer;
Document of the Department of Planning and Investment approving the capital contribution, purchase of shares, and capital contribution of foreign investors for the cases specified in Clause 1, Article 26 of the Investment Law;
Copy of the meeting minutes of the General Meeting of Shareholders;
Decision of General Meeting of Shareholders;
Valid copy of one of the valid authentication documents of the new founding shareholder

For enterprises granted Investment License, Investment Certificate or documents of equivalent legal value, in addition to the above documents, the enterprise must submit enclosed:

Verified copy Investment Certificate rates;
Valid copy of Tax Registration Certificate; Application for supplementing and updating business registration information specified in Appendix II-18 Circular No. 02/2019/TT-BKHDT.

How to submit application

Submit directly to the Business Registration Office where the enterprise is headquartered.

Submit electronically at the portal national business registration.

Receiving and processing agency

– Business registration office – Department of Planning and Investment where the enterprise is headquartered.

– Process for handling procedures for changing joint stock company founding documents

– Upon receiving the Notice, the Business Registration Office gives a Receipt. Check the validity of documents, change information in the National Business Registration Database.

In case the business needs:

The Business Registration Office issues a Confirmation of changing the business registration content to the enterprise.

In case the information change notification dossier is invalid:

The Business Registration Office notifies the enterprise to amend and supplement the dossier within 03 working days.

Resolution period

Time Handling procedures and documents for changing founding shareholders of a joint stock company is usually within 03 (three) working days from receipt of complete and valid documents.

Fees

Free if the file box is online.

100,000 VND/ Announcement of business registration content

Notes when changing founding shareholders of a joint stock company

Conditions for transferring shares

The characteristic of a Joint Stock Company is that shareholders have the right to freely transfer their shares to others. However, for founding shareholders, there are some conditions when transferring shares as follows:

Within 3 years from the date the company has its Business Registration Certificate, the company’s founding shareholders have the right to freely transfer shares to each other. However, for people who are not founding shareholders of the company, they can only transfer if the General Meeting of Shareholders agrees.
Restrictions on common shares of founding shareholders are abolished after a period of 03 years, from the date the company is granted a business registration certificate.

Notification of change

Change of shareholder information founder only apply for Unlisted JSC.

ND 108/2018/ND- CP has limited the registration of changes in shareholder information in JSC at the Business Registration Office.

Enterprises only register changes in JSC founding shareholder information with the Business Registration Office in two cases:

Founding shareholders have not paid or only partially paid for the shares registered to buy;
Founding shareholders who have not paid for the shares registered to buy will automatically no longer be public shareholders and their names will be removed from the list of founding shareholders of the company.
Change of shareholders who are foreign investors
In cases where founding shareholders transfer shares to each other, notification is not required. Accordingly, you only need to perform:
Internal transfer to be kept at the company office.
Change shareholder information in the shareholder book.
Declaring and paying personal income tax due to transfer of shares.

Services for implementing procedures for changing founding shareholders of ANT Legal

Change company name.
Change business lines.
Change legal representative.
Change members/shareholders.
Change charter capital.
Change public owner company.
Change company address in different province.
Change company address in the same province and district.
Change company address in the same province and different district.
Change branch/representative office/business location.

ANT Legal always proud to be a company providing legal solution consulting services for businesses. With that experience, we are confident that we are the fastest, most accurate and reliable service provider for changing founding shareholders of joint stock companies for customers.

Note on Applying Current Legal Regulations

This article belongs to the Business & M&A group and is presented for reference purposes, helping readers understand the legal issue at an overview level before preparing a dossier or carrying out a transaction.

Legal regulations may vary depending on the timing, locality, type of dossier and specific circumstances. If you need to determine the exact legal basis applicable to your case, you should contact ANT Legal’s lawyers at 0966.475.966 for review and advice before proceeding.

Common Legal Risks to Note

Applying legal instruments that have been amended, supplemented or replaced.
Preparing an incomplete set of documents, materials or necessary evidence.
Misunderstanding the conditions, procedure, timeline or competent authority.
Signing, submitting a dossier or carrying out a transaction before fully assessing legal risks.

How Can ANT Legal Support You?

ANT Legal can review the specific circumstances, examine the dossier, identify the applicable legal basis, advise on an appropriate handling plan and represent clients in working with individuals, organizations or competent authorities where necessary.

For prompt advice, you may contact a lawyer at 0966.475.966.

Business & M&A, Legal Knowledge

What are the procedures for changing founding shareholders of a joint stock company?