The transfer of shares in a joint-stock company is the process by which a shareholder transfers their shares to another person. To carry this out, it is necessary to comply with legal regulations and complete the documents and procedures as required. This article will provide a detailed guide on the steps that need to be taken.
- Enterprise Law No. 59/2020/QH14: Effective from January 1, 2021.
- Decree 01/2021/ND-CP: Regarding business registration, effective from January 1, 2021.
- Circular No. 92/2015/TT-BTC: Effective from July 30, 2015.
- Types of shares that can be transferred: Including common shares, preferred dividend shares, and redeemable preferred shares.
- Non-transferable shares: Voting preference shares.
- Founding shareholders: In the first three years from the date the company is granted its Business Registration Certificate, founding shareholders are only allowed to freely transfer common shares to other founding shareholders. Transfer to outsiders must be approved by the General Meeting of Shareholders.
- Common shareholders: They are free to transfer their shares to others.
a. Share Transfer File
The file includes:
- The decision of the General Meeting of Shareholders regarding the transfer of shares.
- Minutes of the General Meeting of Shareholders regarding the transfer of shares.
- List of founding shareholders of the joint-stock company.
- Company charter (amended and supplemented if necessary).
- Share transfer agreement.
- Minutes of the liquidation of the share transfer contract.
- Share certificates of the company's shareholders.
- Shareholder register.
b. Procedures for Transferring Shares
The steps to carry out the transfer of shares include:
1. Organize a General Shareholders' Meeting: To make a decision regarding the transfer of shares.
2. Signing the transfer contract: The parties involved sign the share transfer contract.
3. Minutes of contract liquidation: After completing the transfer process.
4. Update information in the shareholder register: Adjust the information of shareholders in the company's shareholder register.
Note:
- The company needs to maintain a shareholder register to manage the information of existing shareholders. The national information portal only updates information about the founding shareholders, not about other shareholders.
- After the transfer, shareholders must declare personal income tax (PIT) and pay PIT at a rate of 0.1% on the transfer value.
Shareholders transferring shares need to declare personal income tax with the tax authorities. The file includes:
- If declaring directly with the tax authority: Declaration form number 04/CNV-TNCN according to Circular No. 92/2015/TT-BTC.
- If the enterprise declares on behalf of: Form No. 06/CNV-TNCN according to Circular No. 92/2015/TT-BTC.
In addition, it is necessary to prepare:
- Share transfer agreement.
- A photocopy of the business registration certificate.
- Additional documents if the tax authority requests (for example: stocks, receipts, power of attorney).
Deadline for submitting tax declarations:
- Directly: A maximum of 10 days after signing the transfer contract.
- The company submits on behalf of: Before proceeding with the procedures to change the list of shareholders as required.
Tax submission deadline: The tax payment must be made to the State Treasury simultaneously with the deadline for submitting the tax declaration.
1. Which type of shares can be freely transferred?
- Common shares, preferred dividend shares, redeemable preferred shares.
2. What are the regulations regarding the transfer of shares?
- Founding shareholders: Are free to transfer shares to other founding shareholders within the first 3 years. Transfer to outsiders requires the approval of the General Meeting of Shareholders.
- Common shareholders: They are free to transfer their shares.
3. Is it necessary to notify the Business Registration Office when transferring shares?
- No, unless it is transferred to a foreign investor.
4. What does a share transfer dossier include?
- The resolutions and minutes of the shareholders' meeting, the list of founding shareholders, the company's charter, the transfer contract, the contract liquidation minutes, the share certificate, and the shareholders' register.
5. Is income tax payable when transferring shares?
- Yes, the tax rate is 0.1% on the transfer value.
If you need more information or assistance, please contact A Dong Company for detailed advice.
Address: Room F2&F3 FOSCO Building, No. 2 Phung Khac Khoan, Da Kao Ward, District 1, Ho Chi Minh City
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