Regulations on Share Transfer

Legal Basis:

  • Law No. 59/2020/QH14 on Enterprises, effective from January 1, 2021
  • Decree No. 01/2021 on Business Registration, effective from January 1, 2021
  • Circular No. 92/2015/TT-BTC, effective from July 30, 2015

Share Transfer Overview:

Share transfer refers to the process where a shareholder in a joint-stock company transfers their shares to another shareholder. The regulations for share transfer are as follows:

  • Types of Shares Transferable:

    • Ordinary shares
    • Dividend-preferred shares
    • Redeemable preferred shares

  • Non-Transferable Shares:

    • Voting-preferred shares cannot be transferred

  • Founding Shareholders:

    • Within 3 years from the date the company is granted a business registration certificate, founding shareholders can:
      • Freely transfer ordinary shares to other founding shareholders
      • Transfer shares to non-founding shareholders only with the approval of the General Meeting of Shareholders

  • Regular Shareholders (Non-Founding):

    • Have the right to freely transfer their shares to others

  • Transfer Method:

    • Shares can be transferred through a contract or transactions on the stock market

Procedures for Transferring Shares in Joint-Stock Companies:

  1. Notification of Changes:

    • Notification to the Business Registration Office is only required if the founding shareholder has not paid or has only partially paid for the shares registered within 90 days from the issuance of the business registration certificate.

  2. Internal Share Transfer Process:

    • Companies do not need to register changes in shareholder information for internal share transfers. Transfer documents are kept on file within the company.

  3. Foreign Investor Transfers:

    • If the share transfer involves a foreign investor, the company must notify the Business Registration Office as stipulated in Article 58 of Decree No. 01/2021/ND-CP.

  4. Share Transfer Process:

    • Hold a General Meeting of Shareholders to decide on the share transfer
    • Execute and sign the share transfer agreement
    • Prepare and sign the minutes and liquidation of the transfer contract
    • Update and amend shareholder information in the company’s Shareholder Register

Other Services

Accounting and Finance Advisory

KMC provide professional initial accounting and tax registration services, you shall not bother about issues related to tax and accounting after post license. Our team with high expertise and many years experiences will support and accompany you.

Taxation Advisory

Our tax services rely on our local knowledge to ensure tax compliance, tax administration and dealing with tax authorities. We assist you by taking into account the latest regulations thus ensuring full tax compliance and optimization.

Business Advisory

KMC believes in an approach to our client, as we familiarize ourselves with all aspects of your business and the environment in which you operate, it enables us to propose you the most appropriate plan at a competitive service fee.

Mergers and Acquisitions (M&A) Advisory

Our global network in combination with our deep industry knowledge means that we can help companies identify other businesses that offer a good strategic fit and assist them with acquisitions, mergers and alliances that allow them to maintain and build their competitive advantage.

Transfer Pricing Advisory

Transfer pricing refers to the rules and methods for pricing transactions between related entities, typically within multinational companies. Currently, regulations on compliance of transfer pricing are very complexly and strictly.

Annual Consulting Services

KMC has the expertise with experienced resources, including lawyers, auditors, accountants who have many years of experiences working in the investment, accounting, taxation and labour consulting fields.