Transfer of stocks is one of the most common activities of enterprises on the stock market. This process helps enterprises to increase capital, change the structures of shareholders, or withdraw capital from inefficient sectors. However, transfer of stocks must comply with the laws and regulations. Let's find out about the information transfer of stocks through the following article.
The demands for stock transfer of Vietnamese enterprises are one of the issues concerned by many people in the context of the global economy undergoing many changes. Transferring stocks can bring many benefits to enterprises, such as increasing capital, expanding markets, making strategic cooperations and improving management capacities and competitiveness. However, transfer of stocks also poses many challenges and risks, such as losing control, conflicting interests, decreasing reputation, and causing complex legal procedures.
A stock is the smallest divisible part of the charter capital of a company into equal parts according to Point a, Clause 1, Article 111 of the Law on Enterprise 2020.
A stock transfer is the act of a shareholder of a joint-stock company transferring his/her contributed capital to another shareholder.
The types of stocks that are allowed to be transferred include common stocks, dividend preferred stocks, and redeemable preferred stocks. The methods of the stock transfer include direct transfer through transactions such as buying, selling, donating, inheriting, etc., and indirect transfer through transactions on the stock market.
The principles of the stock transfer are as follows: Shareholders have the right to freely transfer their stocks to others, except for a number of restricted cases as prescribed.
The restricted cases of the stock transfer include:
- Within 03 (three) years from the date the company is granted the Enterprise Registration Certificate, common stocks of founding shareholders can be freely transferred to other founding shareholders and can only be transferred to non-founding shareholders if approved by the General Meeting of Shareholders. In this case, the founding shareholder who intends to transfer common stocks does not have the right to vote on the transfer of those stocks.
- The company's charter has provisions on restricting the stock transfer. If the company's charter has provisions on restricting stock transfer, these provisions will only be valid when they are clearly stated in the share certificates of the corresponding stocks.
- Shareholders holding voting preferred stocks are not allowed to transfer those stocks to others, except in cases of transfer under court judgments or decisions that have legal effect or inheritances.
- The following documents are required for the stock transfer:
+ Decisions of the General Meeting of Shareholders on the stock transfer;
+ Minutes of the General Meeting of Shareholders on the stock transfer;
+ A list of founding shareholders of the joint-stock company;
+ Company’s charter (amended and supplemented);
+ Stock transfer agreements;
+ Settlement minutes of the stock transfer agreements;
+ Stock certificates of the company's shareholders;
+ Shareholder’s register.
-The stock transfer of a shareholder is carried out in the following order:
+ Organizing meetings of the General Meeting of Shareholders to make decisions on the stock transfer;
+ The relevant parties sign and execute the stock transfer agreements;
+ Establishing and signing the settlement minutes of the stock transfer agreements;
+ Amending and supplementing shareholder information in the shareholder’s register of the company.
According to Clause 3, Article 120 of the Law on Enterprise 2020, within 03 (three) years from the date the company is granted the Certificate of Business Registration, common stocks of founding shareholders can be freely transferred to other founding shareholders and can only be transferred to non-founding shareholders if approved by the General Meeting of Shareholders.
According to Clause 3, Article 116 of the Law on Enterprise 2020, small investors are not allowed to transfer voting preferred stocks to others, except in cases of transfer under court judgments or decisions that have legal effect or inheritances.
According to Clause 4, Article 2 of Circular 111/2013/TT-BTC, as amended by Article 4 of Circular 25/2018/TT-BTC, income from the stock transfer is subject to pay the taxes.
According to Clause 2, Article 127 of the Law on Enterprise 2020, the transfer of stocks is presented by contract in the common forms or through transactions on the stock market.
As a contract for the sale of assets, the two parties have the full right to freely determine the purchase prices of stocks according to the provisions of Article 433 of the Civil Code 2015.
Above is information to answer questions about the stock transfer that NPLAW would like to send to readers. If you have any related questions that need further clarification, please contact NPLAW at the following contact information:
NGOC PHU LAW COMPANY LIMITED (NPLAW FIRM)
Hotline: 0913449968
Email: legal@nplaw.vn
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