Notice on change of information of founding shareholders of a joint stock company

Note: This administrative procedure is only applicable to unlisted the joint stock company under provisions of Clause 1, Article 5 of Circular No. 20/2015/TT-BKHDT

a) Implementation order:            

·     In case of change of information of founding shareholders because the founding shareholders have not yet paid or paid a part of the number of shares registered to buy, the company is responsible for sending notice to the business registration office where the enterprise has registered within 10 days from the date of change. Contents of the notice includes:

a.   Name, Business code, tax code or number of the business registration certificate (excluding companies that do not have Business code, tax code)

b.   Name and address of the head office, Business code or number of decision on establishment for a founding shareholder which is an organization; or full name, number of identity card or passport or other personal identification documents defined in Article 10 of Decree No. 78/2015/ND-CP of a founding shareholder is an individual;

c.   Full name, number of identity card or passport or other personal identification documents defined in Article 10 of Decree No. 78/2015/ND-CP and signature of legal representative of the company.

The founding shareholders have not yet paid the number of shares registered to buy will not be shareholders of the company under provisions of Point a, Clause 3, Article 112 of the Law on Enterprises and will be removed their names from list of founding shareholders of the company.

·     In case of change of information of the founding shareholders because the founding shareholders transfer their shares, the company is responsible for sending notice to the  business registration office where the enterprise has registered within 10 days from the date of change. Contents of the notice includes:

a.    Name, Business code, tax code or number of the business registration certificate (excluding companies that do not have Business code, tax code)

b.   Name and address of the head office, Business code or number of decision on establishment for a founding shareholder which is an organization; or full name, number of identity card or passport or other personal identification documents defined in Article 10 of Decree No. 78/2015/ND-CP of a founding shareholder is an individual;

c.    Full name, number of identity card or passport or other personal identification documents defined in Article 10 of Decree No. 78/2015/ND-CP and signature of legal representative of the company.

Attached to documents:

-      List of information of the founding shareholders after the change;

-      Share transfer contract or other documents which prove completion of the transfer;

-   Documents of the Department of Planning and Investment that approving capital contribution, share purchase of foreign investors for the case provided in Clause 1, Article 26 of the Investment Law.

·     In the case of founding shareholders who are organizations merged, separated or consolidated into other companies, the company is responsible for sending notice to the business registration office where the enterprise has registered within 10 days from the date of change. Contents of the notice includes:

a.   Name, Business code, tax code or number of the business registration certificate (excluding companies that do not have Business code, tax code);

b.   Name and address of the head office, Business code or number of decision on establishment for a founding shareholder which is an organization; or full name, number of identity card or passport or other personal identification documents defined in Article 10 of Decree No. 78/2015/ND-CP of a founding shareholder is an individual;

c.   Full name, number of identity card or passport or other personal identification documents defined in Article 10 of Decree No. 78/2015/ND-CP and signature of legal representative of the company.

Attached to documents:

-      List of information of the founding shareholders after the change;

-      Share transfer contract or other documents which prove completion of the transfer;

-   Documents of the Department of Planning and Investment that approving capital contribution, share purchase of foreign investors for the case provided in Clause 1, Article 26 of the Investment Law.

·    In the case of giving, inheriting shares, the company is responsible for sending notice to the business registration office where the enterprise has registered within 10 days from the date of change. Contents of the notice includes:

a.   Name, Business code, tax code or number of the business registration certificate (excluding companies that do not have Business code, tax code);

b.   Name and address of the head office, Business code or number of decision on establishment for a founding shareholder which is an organization; or full name, number of identity card or passport or other personal identification documents defined in Article 10 of Decree No. 78/2015/ND-CP of a founding shareholder is an individual;

c.   Full name, number of identity card or passport or other personal identification documents defined in Article 10 of Decree No. 78/2015/ND-CP and signature of legal representative of the company.

Attached to documents:

-      List of information of the founding shareholders after the change;

-      Share transfer contract or other documents which prove completion of the transfer;

-   Documents of the Department of Planning and Investment that approving capital contribution, share purchase of foreign investors for the case provided in Clause 1, Article 26 of the Investment Law.

·     When receiving the notice, the business registration office shall give the receipt, check the validity of documents, supplement or change the information about the founding shareholders of the joint stock company in the National database of enterprise registration. If the company requests, the Business registration office will issue the certificate of changing contents of the enterprise registration to the company.

·     If the documents of the founding shareholders of the joint stock company are not valid, the business registration office will inform the company of amending and supplementing documents within 03 working days.

·     If the company does not inform of changing information of the founding shareholders of the joint stock company, the company will be sanctioned according to the law on sanctioning of administrative violations in the field of planning and investment.

b) Implementation method: The company or authorized representative submits registration document of changing content of enterprise registration certificate at the business registration office where the enterprise has registered the head office or the legal representative submits business registration document via Internet under procedures on the National Information Portal of company registration.

c) Documents:

+ In case of change of information of founding shareholders because the founding shareholders have not yet paid or paid a part of the number of shares registered to buy., The documents include:

·  Notice of changing content of enterprise registration (Annex II-1, Circular No. 20/2015/TT-BKHDT);

·  For company issued investment license, investment certificate or documents with equivalent legal value, in addition to the above documents, the company has to submit: A valid copy of the investment certificate ; A valid copy of tax registration certificate; Request for supplementing and updating business registration information specified in Annex II-18 Circular No. 20/2015/TT-BKHDT.

+ In case of change of information of the founding shareholders because the founding shareholders transfer their shares. The documents include:

·  Notice of changing content of enterprise registration (Annex II-1, Circular No. 20/2015/TT-BKHDT);

·  List of information of the founding shareholders after the change;

·  Share transfer contract or other documents which prove completion of the transfer;

·  Documents of the Department of Planning and Investment that approving capital contribution, share purchase of foreign investors for the case provided in Clause 1, Article 26 of the Investment Law.

·     For company issued investment license, investment certificate or documents with equivalent legal value, in addition to the above documents, the company has to submit: A valid copy of the investment certificate ; A valid copy of tax registration certificate; Request for supplementing and updating business registration information specified in Annex II-18 Circular No. 20/2015/TT-BKHDT.

+ In the case of founding shareholders who are organizations merged, separated or consolidated into other companies. The documents include:

·   Notice of changing content of enterprise registration (Annex II-1, Circular No. 20/2015/TT-BKHDT);

·  List of information of the founding shareholders after the change;

·  Share transfer contract or other documents which prove completion of the transfer;

· Documents of the Department of Planning and Investment that approving capital contribution, share purchase of foreign investors for the case provided in Clause 1, Article 26 of the Investment Law.

·  For company issued investment license, investment certificate or documents with equivalent legal value, in addition to the above documents, the company has to submit: A valid copy of the investment certificate ; A valid copy of tax registration certificate; Request for supplementing and updating business registration information specified in Annex II-18 Circular No. 20/2015/TT-BKHDT.

+ In the case of giving, inheriting shares, the documents include:

·  Notice of changing content of enterprise registration (Annex II-1, Circular No. 20/2015/TT-BKHDT);

·  List of information of the founding shareholders after the change;

·  Share transfer contract or other documents which prove completion of the transfer;

·  Documents of the Department of Planning and Investment that approving capital contribution, share purchase of foreign investors for the case provided in Clause 1, Article 26 of the Investment Law.

·  For company issued investment license, investment certificate or documents with equivalent legal value, in addition to the above documents, the company has to submit: A valid copy of the investment certificate ; A valid copy of tax registration certificate; Request for supplementing and updating business registration information specified in Annex II-18 Circular No. 20/2015/TT-BKHDT.

d) Number of documents: 01 set.

đ) Time limit for settlement: Within three (03) working days after receiving valid documents

e) Implementing agency: The Business Registration Office – The Department of Planning and Investment.

g) Subjects of administrative procedures: Individuals and organizations.

h) Results of administrative procedures: Enterprise registration certificate/ Notice of amendment and supplement the enterprise registration documents.

i) Fees:

k) Name of form, declaration::

       ·  Notice on change of private company owner (Annex II-3, Circular No. 20/2015/TT-BKHDT);

       ·  List of founding shareholders (Annex I-7 Circular No. 20/2015/TT- BKHDT);

       ·  Request for supplement, update of business registration information for the company operating under the Investment license and Investment certificate (Annex II-18, Circular No. 20/2015/TT-BKHDT);

l) Requirements and conditions for procedure implementation: defined in Article 32 of the Law on Enterprises and Article 51 of Decree No. 78/2015/ND-CP and Article 5 of Circular No. 20/2015/TT-BKHDT.

m) Legal basis of administrative procedures:

   · The Enterprise Law of the Assembly of the Socialist Republic of Vietnam No. 68/2014/QH13 dated 26/11/2014 (The Enterprise Law);

   · Decree No. 78/2015/ND-CP dated 14/9/2015 of the Government on enterprise registration (Decree No. 78/2015/ND-CP);

   ·  Circular No. 20/2015/TT-BKHDT dated 01/12/2015 of the Ministry of Planning and Investment guiding the enterprise registration (Circular No. 20/2015/TT-BKHDT);