Ordinary shares of founding shareholders

Article 119. Ordinary shares of founding shareholders

Transfer-pricing-services21. A new joint-stock company must have at least 03 founding shareholders; a joint-stock company converted from a state-owned company or limited liability company, or derived from a division, split, amalgamation, merger of another joint-stock company is not required to have founding shareholders.

If there are no founding shareholders, the company’s charter enclosed with the application for enterprise registration must bear the signature of the legal representative or ordinary shareholders of such company.

2. Founding shareholders must register at least 20% of total authorized ordinary shares on upon business registration.

3. Within 03 years from the issuance date of the Certificate of Business registration, founding shareholders may transfer their shares to other founding shareholders; they may transfer their ordinary shares to people other than founding shareholders if approved by the General Meeting of Shareholders. In this case, the transferring shareholders do not have the right to vote on the transfer of such shares.

4. Restrictions to ordinary shares of founding shareholders shall be lifted after 03 years from the issuance date of the Certificate of Business registration. These restrictions shall not apply to the shares that founding shareholders obtain after business registration and the shares transferred by founding shareholders to people other than founding shareholders of the company.

Article 120. Share certificates

1. Share certificates are certificates issued by a joint-stock company, book entries, or electronic data which certify ownership of one or an amount of shares of the company. A share certificate must contain the following information:

a) Name, ID number, headquarter address of the enterprise;

b) Amount and type of shares;

c) Face value of each share and total face value of shares written on the share certificate;

d) Full name, address, Nationality, ID/passport number if the shareholder is an individual; name, enterprise identification number or establishment decision number, and headquarter address if the shareholder is an organization;

dd) Summary of procedures for Share transfer;

e) Signature of the legal representative and the company’s seal (if any);

g) Registration number in the shareholder register and share issuance date;

h) Preferred share certificates shall contain other information prescribed in Articles 116, 117 and 118 of this Law.

Transfer-pricing-services12. If there is a mistake in the contents and format of the share certificates issued by the company, the rights and interests of their holders shall not be affected. The legal representative of the company shall take responsibility for the damage caused by such mistakes.

3. In case a share certificate is lost, damaged, or otherwise destroyed, the shareholder shall be reissued with another share certificate at the shareholder’s request.

The request must contain the following information:

a) The share certificate that is lost, damaged, or otherwise destroyed. In case the share certificate is lost, the shareholder must make a commitment that a thorough search for it has been carried out and it will be returned to the company for destruction purpose if it is ever found.

b) Assumption of responsibility for disputes over issuance of the new share certificate.

With regard to any share the total face value of which is over VND 10 million, before receiving the request for issuance of a new share certificate, company’s legal representative may request the holder to post a notification of the share certificate that is lost, damaged, or otherwise destroyed, then request the company to issue a new share certificate after 15 days from the day on which the notification is posted.