Shares may be freely transfers, except in the cases mentioned in Clause

1. Shares may be freely transfers, except in the cases mentioned in Clause 3 Article 119 of this Law and the cases in which shares is restricted from transfer prescribed by the company’s charter.

Transfer-pricing-services2Where the company’s charter contains regulations on restriction on share transfer, these regulations are only effective when they are written on the corresponding shares.

2. The transfer shall be made into a common contract or via a transaction on the securities market. Where the transfer is made into a contract, transfer documents must bear the signatures of the transferor and the transferee (or their representatives). Where transfer is made via a transaction on the securities market, the procedures and recording of ownership shall comply with regulations of law on securities.

3. If a shareholder being an individual dies, his/her inheritor according to the will or according to law shall become a shareholder of the company.

4. If the dead shareholder does not have an inheritor, or the inheritor renounces the inheritance, or the inheritor has the right to inherit deprived, such shares be settled in accordance with regulations of law on civil affairs.

5. Every shareholder is entitled to give part of or all of their shares in the company to other people or use their shares to pay debts. In such cases, the recipients of shares shall become shareholders of the company.

6. Where a shareholder transfers a number of shares, the hold shares shall be annulled, and the company shall issue new shares to record the amount of shares transferred and the remaining amount of shares.

7. Recipients of shares in the cases mentioned in this Article shall only become the company’s shareholders from the day on which their information mentioned in Clause 2 Article 121 of this Law are fully recorded in the shareholder register.

Article 127. Bond issuance

1. A joint-stock company is entitled to issue bonds, convertible bonds, and other bonds as prescribed by law and the company’s charter.

2. Any company that fails to pay both principal and interest of issued bonds, fails to pay or fails to completely pays due debts in the last 03 consecutive years may no longer issue bonds, unless otherwise prescribed by regulations of law on securities.

Transfer-pricing-services13. Clause 2 of this Article does not apply to issuance of bonds to creditors being selected financial institutions.

4. Unless otherwise prescribed by the company’s charter, the Board of Directors is entitled to decide the type of bonds, total value of bonds, and issuance time, provided a report is submitted to the nearest General Meeting of Shareholders. The report shall be enclosed with documents and explanations for the resolution on bond issuance made by the Board of Directors.

5. In case bonds issued by a joint-stock company are converted into shares, procedures for shares offering prescribed in this Law and relevant regulations of law shall be followed. The company shall register a change to charter capital within 10 days from the day on which the conversion process is completed.

Article 128. Purchases of shares and bonds

Shares, bonds of a joint-stock companies may be purchased with Vietnam Dong, convertible foreign currencies, gold, land use right value, value of intellectual property rights, technologies, technical secrets, and other assets prescribed by the company’s charter. The payment shall be made in a lump sum.