What procedures does the transfer process need? Information you need to know about the procedures for transferring shares of a joint stock company
The joint stock company operates based on the initial capital of its shareholders. Share transfer is what happens during the operation of the company, the capital shareholders want to transfer their stake to another shareholder or individual. So, what procedures does the transfer process need? The following article will provide you with complete information.
I. Laws on share transfer
The transfer of shares of a joint-stock company must comply with the provisions of law. The Law on Enterprises 2014 in Article 126 provides:
1. Shares are freely transferable, except for the following cases: “Within 03 years from the date the company is granted the Business Registration Certificate, founding shareholders have the right to freely transfer their shares. to other founding shareholders and may only transfer their ordinary shares to non-founding shareholders if approved by the General Meeting of Shareholders. In this case, the shareholders who intend to transfer the shares do not have the right to vote on the transfer of such shares ”and the company's charter provides restriction of transfer of shares. Where the company's charter contains restrictions on transfer of shares, these regulations are effective only when clearly stated in the shares of the corresponding share.
2. The transfer shall be made by contract in the usual manner or through trading on the stock market. In case of transfer by contract, transfer papers must be signed by the assignor and the assignee or their authorized representatives. In case of transfer through trading on the stock market, the order, procedures and ownership recognition shall comply with the law on securities.
3. In case an individual shareholder dies, the heir according to the will or the law of such shareholder is the shareholder of the company.
4. In case an individual shareholder dies without an heir, heirs refuse to inherit or is deprived of the right to inherit, such shares shall be settled in accordance with the law on people the.
5. Shareholders have the right to donate part or all of their shares in the company to others; use stock to pay off debt. In this case, the person who is offered or receives to repay the debt by shares will be the shareholder of the company.
6. Where a shareholder transfers a number of shares, the old share certificate shall be canceled and the company issuing the new share certificate shall record the number of shares transferred and the remaining number of shares.
7. The person receiving shares in the cases stipulated in this Article can only become a shareholder of the company from the time their information specified in Clause 2, Article 121 of this Law is fully recorded in the shareholder register. .
II. Procedures for transferring shares in a joint stock company
When transferring shares, individuals and organizations must comply with the provisions of law.
According to Clause 2, Article 51 of Decree 108/2018 / ND - CP:
“The notification of changes of information of a founding shareholder to the Business Registration Office is only made in case the founding shareholder has not yet paid or only partially paid the shares registered to buy under the provisions of Clause 1 Article 112 Enterprise Law. Founding shareholders who have not paid for the shares they have registered to buy will automatically cease to be shareholders of the company as prescribed at Point a, Clause 3, Article 112 of the Law on Enterprises and their names will be removed from the list of founding shareholders. ty. ”
As such, this provision has partially replaced Clause 3, Article 51 of Decree 78/2015 / ND-CP when limiting the registration of changes of shareholder information at the Business Registration Office. In case the founding shareholders transfer their shares to each other, they do not have to notify the Department of Planning and Investment, they only need to make an internal transfer to the company's office and change the shareholder information in the stock book. bronze.
III. Procedures for franchising shares in Dai Viet Law
Although only the transfer of shares is not required to register with a competent state authority, the transfer of shares is of great value, affecting the interests of shareholders and public liability. When making the transfer. Customers should be consulted with sufficient information, procedures and procedures to ensure the rights and interests of the parties.
Dai Viet Law will assist customers to conduct information authentication, complete documents and procedures in accordance with the law.
If you have any questions, please contact Tran Hang Notary Office / Dai Viet Limited Law Firm for specific answers.
DAI VIET LAW CO., LTD-
TRAN HUNG NOTARY OFFICE
Address: No. 28 Lieu Giai Street - Ba Dinh - Hanoi
Tel: (04) 37478888 Fax: (04) 37473966
Hot-line: 0933.668.166
Email: info@luatdaiviet.vn
Website: www.luatdaiviet.vn
The joint stock company operates based on the initial capital of its shareholders. Share transfer is what happens during the operation of the company, the capital shareholders want to transfer their stake to another shareholder or individual. So, what procedures does the transfer process need? The following article will provide you with complete information.
I. Laws on share transfer
The transfer of shares of a joint-stock company must comply with the provisions of law. The Law on Enterprises 2014 in Article 126 provides:
1. Shares are freely transferable, except for the following cases: “Within 03 years from the date the company is granted the Business Registration Certificate, founding shareholders have the right to freely transfer their shares. to other founding shareholders and may only transfer their ordinary shares to non-founding shareholders if approved by the General Meeting of Shareholders. In this case, the shareholders who intend to transfer the shares do not have the right to vote on the transfer of such shares ”and the company's charter provides restriction of transfer of shares. Where the company's charter contains restrictions on transfer of shares, these regulations are effective only when clearly stated in the shares of the corresponding share.
2. The transfer shall be made by contract in the usual manner or through trading on the stock market. In case of transfer by contract, transfer papers must be signed by the assignor and the assignee or their authorized representatives. In case of transfer through trading on the stock market, the order, procedures and ownership recognition shall comply with the law on securities.
3. In case an individual shareholder dies, the heir according to the will or the law of such shareholder is the shareholder of the company.
4. In case an individual shareholder dies without an heir, heirs refuse to inherit or is deprived of the right to inherit, such shares shall be settled in accordance with the law on people the.
5. Shareholders have the right to donate part or all of their shares in the company to others; use stock to pay off debt. In this case, the person who is offered or receives to repay the debt by shares will be the shareholder of the company.
6. Where a shareholder transfers a number of shares, the old share certificate shall be canceled and the company issuing the new share certificate shall record the number of shares transferred and the remaining number of shares.
son receiving shares in the cases stipulated in this Article can only become a shareholder of the company from the time their information specified in Clause 2, Article 121 of this Law is fully recorded in the shareholder register. .
II. Procedures for transferring shares in a joint stock company
When transferring shares, individuals and organizations must comply with the provisions of law.
According to Clause 2, Article 51 of Decree 108/2018 / ND - CP:
“The notification of changes of information of a founding shareholder to the Business Registration Office is only made in case the founding shareholder has not yet paid or only partially paid the shares registered to buy under the provisions of Clause 1 Article 112 Enterprise Law. Founding shareholders who have not paid for the shares they have registered to buy will automatically cease to be shareholders of the company as prescribed at Point a, Clause 3, Article 112 of the Law on Enterprises and their names will be removed from the list of founding shareholders. ty. ”
As such, this provision has partially replaced Clause 3, Article 51 of Decree 78/2015 / ND-CP when limiting the registration of changes of shareholder information at the Business Registration Office. In case the founding shareholders transfer their shares to each other, they do not have to notify the Department of Planning and Investment, they only need to make an internal transfer to the company's office and change the shareholder information in the stock book. bronze.
III. Procedures for franchising shares in Dai Viet Law
Although only the transfer of shares is not required to register with a competent state authority, the transfer of shares is of great value, affecting the interests of shareholders and public liability. When making the transfer. Customers should be consulted with sufficient information, procedures and procedures to ensure the rights and interests of the parties.
Dai Viet Law will assist customers to conduct information authentication, complete documents and procedures in accordance with the law.
If you have any questions, please contact Tran Hang Notary Office / Dai Viet Limited Law Firm for specific answers.
DAI VIET LAW CO., LTD-
TRAN HUNG NOTARY OFFICE
Address: No. 28 Lieu Giai Street - Ba Dinh - Hanoi
Tel: (04) 37478888 Fax: (04) 37473966
Hot-line: 0933.668.166
Email: info@luatdaiviet.vn
Website: www.luatdaiviet.vn
