PROCEDURES FOR CHANGING CAPITAL CONTRIBUTORS/ COMPANY OWNERS DUE TO TRANSFER OF CONTRIBUTED CAPITAL SHARES IN THE ENTERPRISE

1. Legal basis:

• Enterprise Law 2020
• Decree 01/2021/ND-CP

2. Procedures for changing capital contributors/enterprise owners

1. Change of owner of a 1-member limited liability company

If the owner of a 1-member limited liability company wishes to transfer all charter capital to an individual or organization, he must follow the following procedures

• Executor: transferee individuals and organizations
• Dossier: as prescribed in Clause 1 Article 53 of Decree 01/2021/ND-CP

• Notice of change of owner of a one-member limited liability company signed by the old owner and the new owner
• Copies of legal papers of individuals or organizations and copies of legal papers of individuals for authorized persons and copies of documents appointing an authorized representative in case the transferee is an organization.
• A copy of the amended and supplemented charter of the company
• Contract for transfer of contributed capital or documents proving completion of the transfer of contributed capital
• written approval on capital contribution, share purchase or capital contribution of the Department of Planning and Investment if the new member is a foreign investor.

• Place of application: Business Registration Office where the company's head office is located.

2. Change of capital contributors in a limited liability company with 2 or more members

According to the provisions of Article 52 of Decree 01/2021/ND-CP, the registration dossier includes:

• Notice of change of enterprise registration contents signed by the legal representative of the enterprise
• List of members of limited liability companies with two or more members. The list of members must include the signatures of new members and members with changed capital contributions, not required to have the signatures of members whose contributed capital has not changed
• Transfer contract or documents proving completion of the transfer
• Valid copies of the following documents:

• new members are individuals: Identity card/ Citizen ID/ Passport
• new members being organizations: Certificate of business registration or equivalent documents enclosed with written authorization, valid copies of personal identification documents of the person authorized to represent the organization. For members being foreign organizations, copies of legal papers of the organization must be consular legalized

• Written approval on capital contribution, share purchase or capital contribution of the Department of Planning and Investment if the new member is a foreign investor.

• Place of application: Business Registration Office where the company's head office is located.

3. Change of capital contributors in a joint stock company

Conditions for transferring individuals or organizations to transfer shares:

• Founding shareholders have the right to freely transfer their shares to other founding shareholders within 03 years from the establishment of the company.
• Founding shareholders may only transfer their ordinary shares to non-founding shareholders if approved by the General Meeting of Shareholders.

A dossier of change of capital contributors due to share transfer includes:

• The notice of change of capital contributors has been signed by the legal representative
• Transfer contract or documents proving completion of the transfer
• Valid copies of the following documents:

• new members are individuals: Identity card/ Citizen ID/ Passport
• new members being organizations: Certificate of business registration or equivalent documents enclosed with written authorization, valid copies of personal identification documents of the person authorized to represent the organization. For members being foreign organizations, copies of legal papers of the organization must be consular legalized

• Applicant information declaration
• Place of application: Business Registration Office where the company's head office is located.

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  For more information, please contact:

  Hoang Pham (James) / Managing Partner at: hoang.pham@vselawyers.com

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  Attention: This legal update is not an advice and should not be treated as such.