How are shares disputed in court resolved?

In corporate practice, shares disputed in court have increasingly become a complex legal issue, arising from loosely structured transfer transactions, breaches of statutory obligations, or conflicts of interests among shareholders.

I. Current status of shares disputed in court

In recent years, together with the strong increase in investment activities, mergers and acquisitions, and corporate restructuring, shares disputed in court have become more prevalent and increasingly complex in terms of parties, subject matter, and legal consequences. Judicial practice shows that disputes over shares arise not only among shareholders, but also between shareholders and the company, and may even involve third parties such as investors, credit institutions, or transferees of shares.

A notable reality is that disputes often originate from share purchase and transfer transactions that are not legally rigorous. In many cases, the parties enter into only rudimentary agreements that fail to clearly stipulate the time of transfer of share ownership, payment obligations, tax obligations, or liability for breach. When conflicts arise, determining the lawful owner of the shares becomes difficult, compelling the parties to initiate court proceedings to seek resolution.

In addition, failure to fully comply with the Law on Enterprise regarding conditions and procedures for share transfers is a common cause of disputes. Disputes frequently arise where shares are subject to transfer restrictions, where the transfer is not recorded in the shareholders’ register, or where the transfer has not been approved by the competent corporate body in accordance with the company’s charter. In such cases, the court must concurrently examine the validity of the contract and the shareholder status of the parties, rendering the proceedings lengthy and complex.

Furthermore, share disputes brought before the court also reflect shortcomings in corporate internal governance. Many companies lack effective mechanisms to control share transactions, maintain shareholders’ registers in a lax manner, or fail to ensure transparency of information, resulting in situations where the same shares may be transferred to multiple persons or disputes arise over voting rights and dividend entitlements. It not only causes losses to the disputing parties but also seriously affects the company’s business operations and reputation.

Overall, the current situation of shares disputed in court demonstrates an urgent need to enhance legal compliance awareness among transaction participants and to improve preventive and dispute resolution mechanisms from the stage of formation and performance of share-related transactions.

II. Understanding shares disputed in court

In the context of increasingly diverse investment relationships and share ownership structures, not all disputes relating to shares can be resolved through negotiation or internal corporate mechanisms. If the lawful rights and interests of the parties cannot be reconciled, the fact that shares become subject to court dispute is an inevitable consequence. Clarifying the concept, the point in time at which a dispute arises, the causes of disputes, and the filing dossier is of material significance for protecting the interests of the relevant parties.

1. What are shares disputed in court and in what circumstances do they arise?

Shares disputed in court are understood as shares that constitute the subject matter of a civil lawsuit concerning commercial and business disputes, in which the parties have conflicts over ownership rights and obligations arising from the shares, and request a competent court to resolve the matter.

Such a situation typically arises in cases such as: Disputes over share purchase and transfer agreements; disputes over the validity of share transfer transactions; disputes between shareholders and the company regarding recognition of shareholder status; or disputes over voting rights and dividend entitlements attached to the shares.

2. When are shares disputed in court?

From a legal perspective, shares are deemed to be under court dispute only when a valid petition is accepted by the court in accordance with Article 189 of the Civil Procedure Code 2015.

From this point onward, the shares become the subject matter of judicial proceedings, entailing certain legal consequences such as restrictions on transfer, disposition, or the exercise of other rights attached to the shares.

Prior to the court’s acceptance of the case, even if the parties have conflicts or complaints, the shares are not considered to be under court dispute in the procedural sense.

3. What causes shares to be disputed in court?

In practice, shares disputed in court commonly arise from the following principal causes:

• First, disputes arising from share purchase and transfer contracts, such as invalid contracts, breach of payment obligations, or disputes over the timing of transfer of share ownership.
• Second, violations of corporate law provisions on conditions and procedures for share transfers, especially in respect of shares subject to transfer restrictions or transfers that have not been recorded in the shareholders’ register.
• Third, internal corporate governance conflicts, including disputes over voting rights, the right to attend the General Meeting of Shareholders, the right to receive dividends, or shareholders’ rights of access to information.
• Fourth, disputes relating to financial and tax obligations, if the parties fail to agree on income tax obligations arising from share transfers, leading one party to request the court to determine the corresponding rights and obligations.

4. What documents are required to initiate a lawsuit concerning shares disputed in court?

When initiating legal proceedings in relation to shares under court dispute, the claimant is required to prepare a complete dossier of documents and evidence to substantiate its claims, including:

• A statement of claim in accordance with Clause 4 Article 187 of the Civil Procedure Code 2015;
• Share purchase and transfer agreements or related arrangements;
• Evidence proving ownership of the shares, such as the shareholders’ register and share certificates (if any);
• Documents evidencing performance of payment and transfer obligations, receipts, and bank statements;
• Internal corporate documents relating to the disputed shares (the company charter, resolutions of the General Meeting of Shareholders and the Board of Directors);
• Correspondence, notices, and complaints exchanged between the parties in relation to the disputed shares.

Proper and focused preparation of these materials enables the court to examine and resolve the case more efficiently while safeguarding the lawful rights and interests of the parties.

III. Relevant legal provisions governing shares disputed in court

In the context of the growing number of disputes among shareholders, particularly cases involving ownership, transfer, and management of shares under court dispute, a proper understanding of the applicable legal framework not only enables shareholders to protect their lawful interests but also allows enterprises to proactively prevent legal risks.

1. Which laws govern disputes relating to shares disputed in court?

Disputes relating to shares brought before the court are primarily governed by the following legal instruments:

The Law on Enterprise 2020, as amended in 2025:

• Articles 114 and 115: Provisions on shares, shareholders, and shareholders’ rights.
• Article 127: Provisions on share transfers, serving as the core legal basis for disputes relating to share purchase and transfer.
• Article 166: Provisions on shareholders’ rights to initiate lawsuits against resolutions of the General Meeting of Shareholders and the liability of company managers.

The Civil Procedure Code 2015, as amended in 2025:

• Article 30: Disputes over commercial and business matters within the jurisdiction of the court, including disputes between a company and its shareholders or among shareholders.
• Article 35: Jurisdiction of regional courts.
• Article 39: Territorial jurisdiction.

Accordingly, shares under court dispute are concurrently governed by Corporate Law, Civil Law, and Civil Procedural Law.

2. What is the adjudication procedure for shares disputed in court?

The adjudication of share disputes by the court is conducted in accordance with the Civil Procedure Code 2015, as amended in 2025, and comprises the following basic stages:

Filing of the statement of claim: The person whose lawful rights and interests are infringed files a petition in accordance with Articles 186 and 189.

Acceptance of the case: Upon examination of the petition and accompanying documents, the court issues a notice of acceptance in accordance with Article 195. From this time, the shares are officially deemed to be resolved under court.

Preparatory stage for trial:

• Collection of evidence and taking of statements (Articles 97 and 98);
• Mediation between the litigants pursuant to Article 205, except where mediation is not applicable.
• First-instance trial: The court opens the first-instance hearing in accordance with Chapter XIV.
• Appeal, protest, and appellate trial (if any): Pursuant to Articles 271 and 273.

During the proceedings, the court may apply interim urgent measures under Article 114, such as suspension of transfer of the disputed shares, in order to preserve the status of the property.

3. What are the legal consequences where a shareholder’s violation leads to shares being disputed in court?

Where a shareholder violates statutory provisions or the company’s charter, resulting in shares disputed in court, the following legal consequences may arise:

• Invalidation of the transaction: If the validity conditions of civil transactions under Article 117 of the Civil Code 2015 are violated, the share purchase and transfer agreement may be declared invalid, giving rise to the legal consequences under Article 131 of the Civil Code 2015 (restitution of what has been received).
• Compensation for damages: A shareholder who breaches its obligations and causes damage to other shareholders or to the company may be liable for damages pursuant to Clause 5 Article 167 of the Law on Enterprise 2020.
• Loss or restriction of shareholder rights: During the period in which the shares are under court dispute, the court may restrict the transfer, voting rights, or dividend entitlements attached to the shares in order to ensure proper resolution of the case.
• Other liabilities under specialized legislation: If violations relate to information disclosure or securities market manipulation (in the case of public companies), the shareholder may also be subject to administrative sanctions or criminal liability in accordance with securities law.

In general, shareholders whose violations result in shares being under court dispute face not only direct legal risks but also long-term adverse impacts on their reputation, interests, and position within the company.

IV. Questions regarding shares disputed in court 

In the process of resolving shares disputed in court, the parties often encounter issues relating to dispute resolution methods, procedural standing, adjudication timelines, and the burden of proof. A clear understanding of these matters enables litigants to proactively protect their lawful rights and interests.

1. What methods are available for resolving disputes relating to shares disputed in court?

Pursuant to Article 317 of the Law on Commerce 2005, share disputes may be resolved by the following methods:

• Negotiation between the parties, applicable where conflicts are not severe and the parties can reach agreement on ownership of shares, transfer price, and damages;
• Mediation, either out of court or during court proceedings;
• Litigation before the court, which is the most common method where negotiation and mediation fail. In such case, the shares are deemed to be under court dispute and are subject to the management and adjudication of the competent judicial authority;
• Commercial arbitration (where there is a valid arbitration agreement), applicable to disputes arising from share purchase and transfer agreements containing an arbitration clause.

Accordingly, the selection of the dispute resolution method should be based on the nature of the case, the degree of conflict, and the parties’ agreement, in order to safeguard shareholders’ lawful rights and minimize legal risks for the enterprise.

2. Who may represent the parties in court proceedings relating to shares disputed in court?

Pursuant to Articles 85 and 86 of the Civil Procedure Code 2015, the parties may participate in the proceedings through:

Legal representatives:

• For individuals: Persons with full civil act capacity;
• For companies: The legal representative recorded in the Enterprise Registration Certificate.

Authorized representatives: Typically lawyers or other persons duly authorized in writing by the parties.

Participation through lawyers is particularly advisable in cases of shares disputed in court that involve complex legal and evidentiary issues.

3. What is the time for resolving cases involving shares disputed in court?

The time for resolution of cases concerning shares disputed in court is determined in accordance with the procedural sequence under the Civil Procedure Code 2015, specifically:

• Case acceptance and notification to the parties: Within 07 days from receipt of the notice on payment of the advance court fee, the claimant must fulfill such obligations; upon acceptance, the court has 03 working days to notify the litigants (Articles 195 and 196). This stage typically takes approximately 10 days.
• Time for submission of opinions and evidence: The defendant and related persons have 15 days from receipt of the notice of acceptance to submit written opinions and evidence to the court (Article 199).
• Time for preparation for trial: For share disputes classified as civil and commercial disputes under Article 26, the preparation period is 04 months from the date of acceptance of the case; in complex cases, an extension of up to 02 months may be granted (Article 203).
• Time for opening the first-instance hearing: Within 01 month from the date of issuance of the decision to bring the case to trial; in justified cases, such a period may be extended to 02 months (Article 203).

Accordingly, under normal conditions, the first-instance resolution of a case involving shares under court dispute takes approximately 05 months from the time the court receives the statement of claim to the opening of the first-instance hearing. In practice, such a period may be longer if the case is complex or temporarily suspended due to the need to collect extensive evidence and verify transactions and shareholder status.

4. What are the evidentiary rules applicable to shares disputed in court?

Pursuant to Article 91 of the Civil Procedure Code 2015, the burden of proof rests with the litigants. In share disputes, the documents typically required include:

• Share purchase and transfer agreements;
• The company’s shareholders’ register;
• Payment vouchers, minutes of meetings, and resolutions of the General Meeting of Shareholders or the Board of Directors;
• The company charter and other related documents.

The court will rely on such evidence to determine the lawful owner of the disputed shares.

5. How may court decisions relating to shares disputed in court be appealed?

Pursuant to Articles 271 and 272 of the Civil Procedure Code 2015, litigants, their lawful representatives, and competent agencies, organizations, or individuals who initiate lawsuits have the right to appeal first-instance judgments and decisions on suspension or termination of civil case resolution to request appellate review.

An appellant who is an individual with full civil procedural capacity may file an appeal personally; if unable to do so, the appellant may authorize another person to represent him or her in lodging the appeal.

V. Are you looking for reputable legal counsel to support matters relating to shares disputed in court?

Share disputes are often associated with substantial economic interests and have a direct impact on shareholders’ rights as well as corporate operations. Early engagement of lawyers with expertise in corporate and litigation matters will assist you in accurately assessing legal risks, formulating effective rights-protection strategies, and minimizing losses in the course of resolving shares under court dispute.

The above information is provided for reference purposes only. For tailored advice in specific cases, please contact NPLaw for prompt consultation.