When founding shareholders decide to transfer shares to individuals outside the company, it raises questions about whether the company’s information needs to be re-registered. This scenario can indeed carry legal and regulatory implications that businesses must remain cognizant of. In this discussion, we will delve into the specific requirements and procedures associated with these share transfers, examining whether they necessitate any alterations to the company’s registration information.
Question:
After 3 years, if the founding shareholder transfers shares to an external individual outside the company, do we need to re-register the company’s information?
Answer:
According to Article 2 of Decree No. 01/2021/NĐ-CP: “2. The notification of changes in information of founding shareholders to the Business Registration Office is only required in cases where the founding shareholder has not fully paid or has only partially paid for the registered shares as stipulated in Article 113 of the Law on Enterprises. The enterprise is responsible for notifying changes in information of founding shareholders within 30 days from the end of the deadline for full payment of the registered shares.” If the enterprise changes the information of founding shareholders due to the transfer of shares to a shareholder who is an investor in Vietnam, the Business Registration Office does not have a basis to adjust the information for the enterprise.
Conclusion
In conclusion, the transfer of shares to individuals outside the company can indeed trigger the need to re-register the company’s information, especially when it involves changes in ownership structure or significant alterations in shareholding. Moreover, it’s imperative that businesses proactively seek guidance from legal experts and engage with regulatory authorities to ensure full compliance with all required procedures. Additionally, understanding and strictly adhering to the pertinent regulations are fundamental steps in maintaining transparency and upholding legal compliance throughout these transactions.
HMLF is always available to offer assistance in understanding the procedures with authorities.
Harley Miller Law Firm “HMLF”
Head office: 14th floor, HM Town building, 412 Nguyen Thi Minh Khai, Ward 05, District 3, Ho Chi Minh City.
Phone number: +84 937215585
Website: hmlf.vn Email: miller@hmlf.vn
