In the dynamic landscape of business, where continuous changes are the norm, alterations within a company’s structure and personnel can transpire for various reasons. One notable transformation often entails updating the contributing members and their identification information. This process, while essential, necessitates careful consideration of legal procedures to maintain compliance and transparency. However, this process requires careful attention to legal procedures to ensure compliance and transparency. In this discussion, we will explore the necessary steps and documentation a company should follow when it intends to change its contributing members and update their ID numbers. Understanding these procedures is essential for businesses aiming to navigate changes effectively while adhering to legal requirements.
Question:
May I ask, our company is a joint-stock trading company. Currently, we want to change the contributing member and update the ID numbers. What procedures do we need to follow?
Answer:
– The dossier and procedures for updating personal identification information in the Business Registration Certificate are carried out according to the provisions in Point a, Clause 2, Article 15 of Circular 20/2015/TT-BKHĐT, including:
1. Notification of information update, Form II-5 (Circular 02/2019/TT-BKHĐT);
2. In cases where the applicant is not the legal representative, a power of attorney for the person submitting the application along with a valid copy of the ID card/citizen identification card/passport of the person submitting the application should be provided.
– Article 120, Clauses 3 and 4 of Law on Enterprises 2020 stipulate as follows: “3. Within 03 years from the issuance date of the Certificate of Enterprise Registration, the ordinary shares of founding shareholders may be transferred to other founding shareholders and may only be transferred to a person that is not a founding shareholder if the transfer is accepted by the GMS. In this case, the transferor does not have the right to vote on this transfer.
4. The limitations specified in Clause 3 of this Article do not apply to the following ordinary shares:
a) Additional shares acquired by founding shareholders after the enterprise is registered;
b) Shares that have been transferred to other persons that are not founding shareholders.”
– Article 57 of Decree No. 01/2021/NĐ-CP states: “Notification of changes in information about founding shareholders to the Business Registration Office shall be carried out only when the founding shareholder does not yet make payment or makes partial payment for subscribed shares according to Article 113 of the Law on enterprises. The enterprise shall make notification of change in information of founding shareholders within 30 days from the deadline for payment for subscribed shares.“
– In the case of a business changing information of founding shareholders due to the transfer of shares, the business updates the changing information in the Shareholders’ Register of the company. The Business Registration Office does not have a basis to adjust the information for the business.
Conclusion
In conclusion, the process of changing contributing members and updating their ID numbers within a company is a significant event that necessitates careful planning and adherence to legal procedures. By following the prescribed steps and ensuring accurate documentation, a company can seamlessly navigate this transition while maintaining compliance and transparency. This not only demonstrates the company’s commitment to legal requirements but also contributes to its credibility and professionalism in the ever-evolving business landscape.
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
