Notice on change of shareholders being foreign investors in unlisted joint stock companies

a) Implementation order:                                                                                                                                                                                                                                                                                                      

·        In case the unlisted joint stock companies changes the shareholders being foreign investors under provisions of Clause 3 of Article 32 of the Enterprise Law, the companies send a notice to he business registration office where the enterprise has registered within 10 days from the date of change. Contents of the notice include:

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

b.   Information of shareholders who foreign investors transferring shares: Name and address of the head office of foreign shareholders who are organizations; full name, nationality and permanent address of the shareholders who are individuals; their types of shares and ownership ratio; quantity of shares and types of shares transferred;

c.   Information of shareholders being foreign investors transferred shares: Name and address of the head office of foreign shareholders who are organizations; full name, nationality and permanent address of the shareholders who are individuals; quantity of shares and type of shares transferred; their quantity of shares, types of shares and share ownership ratio in the company;

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

The notice must be accompanied by the following documents:

-         Decision and a valid copy of the meeting minutes of the General Meeting of Shareholders on the change of foreign shareholders;

-         List of foreign shareholders after the change;

-         Share transfer contract or documents evidencing completion of the transfer;

-         A valid copy of the establishment decision or other equivalent document, valid copies of the personal identification papers as stipulated in Article 10 of Decree No. 78/2015/ND-CP of the authorized representative and the corresponding authorization decision of transferees - foreign shareholders (if the foreign shareholders are organizations) or a valid copy of identity card or passport or other personal identification papers stipulated in Article 10 of Decree No. 78/2015/ND-CP of the transferees - foreign shareholders (if the foreign shareholders are individuals);

-         Written of the Department of Planning and Investment on approving capital contribution, share purchase and capital contribution of the foreign investors under the provisions 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 on the lines of business of the company in the national database of registered company. In case of requirements of the company, the business registration office shall issue Certificate of changing content of enterprise registration to the company.

· In case documents of notice on change of shareholders being foreign investors are not valid, the business registration office notifies the company of amendment and supplement of the documents within 03 working days.

  ·   In case the company changes shareholders who are foreign investors without notice, the company will be sanctioned in 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 the Notice of changing content of enterprise registration directly at the business registration office where the company has registered or legal representative submits the Notice of changing content of enterprise registration via internet under procedure defined in National Information Portal of enterprise registration.

c) Documents:

+ In case the unlisted joint stock companies changes the shareholders being foreign investors under provisions of Clause 3 of Article 32 of the Enterprise Law, the documents include:

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

·        Decision and a valid copy of the meeting minutes of the General Meeting of Shareholders on the change of foreign shareholders;

·        List of foreign shareholders after the change;

·        Share transfer contract or documents evidencing completion of the transfer;

·        A valid copy of the establishment decision or other equivalent document, valid copies of the personal identification papers as stipulated in Article 10 of Decree No. 78/2015/ND-CP of the authorized representative and the corresponding authorization decision of transferees - foreign shareholders (if the foreign shareholders are organizations) or a valid copy of identity card or passport or other personal identification papers stipulated in Article 10 of Decree No. 78/2015/ND-CP of the transferees - foreign shareholders (if the foreign shareholders are individuals);

·       Written of the Department of Planning and Investment on approving capital contribution, share purchase and capital contribution of the foreign investors under the provisions 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 03 (three) working days, after receipt of full valid documents.

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

g) Subjects of administrative procedures: Individuals, organizations.

h) Results of administrative procedures: Certificate of changing enterprise registration contents/ Notice on amendment and supplement the enterprise registration documents.

i) Fees:

k) Name of form, declaration:

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

·        List of shareholders who are foreign investors (Annex I-8, 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 52 of Decree No. 78/2015/ ND-CP. 

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);