Changing information about founding shareholders of joint stock companies according to the new law

Changing information about founding shareholders of joint stock companies under the new law helps ensure accuracy and transparency in business registration documents and compliance with current legal regulations. Timely updating founding shareholder information not only avoids legal risks but also creates favorable conditions for share transactions, capital mobilization and more effective internal management during business operations.

Does changing information about founding shareholders of a joint stock company require notification?

According to the provisions of Point b, Clause 1, Article 31 of the Law on Enterprises 2020, when a joint stock company changes founding shareholders, it must carry out notification procedures with the Business Registration Authority, except in the case of a listed company.

On the other hand, according to Clause 2, Article 57 of Decree 01/2021/ND-CP of the Government issued on January 4, 2021, enterprises only have to carry out notification procedures in cases where founding shareholders have not paid or only partially paid for the shares registered to buy according to the provisions of Article 113 of the Law on Enterprises 2020.

Thus, only in cases where the change arises from the founding shareholders not having paid or only partially paying for the shares registered to buy, then the company that changes shareholder information must notify the competent authority.

Latest form of notification of changing information about founding shareholders

The form of notification of changing information about founding shareholders is the form of notice of change in business registration content specified in Appendix II-1 issued with Circular No. 01/2021/TT-BKHDT of the Ministry of Planning and Investment dated March 16, 2021.

>>>CLICK DOWNLOAD NOW: FORM NOTICE OF CHANGE IN INFORMATION OF FOUNDING SHAREHOLDERS OF JOINT STOCK COMPANY 2025.

Procedures for notifying changes in information about founding shareholders of joint stock companies according to the new law

We would like to provide a process for notifying changes to joint stock company founding shareholder information including steps from preparing documents to receiving results as follows:

File

To carry out the procedure for notifying changes in founding shareholder information, a joint stock company needs to prepare 01 set of documents according to the instructions of Clause 3, Article 57 of Decree 01/2021/ND-CP of the Government issued on January 4, 2021.

Document components include:

• Notice of change in business registration content for founding shareholder information (according to the form specified in Appendix II-1 attached to Circular No. 01/2021/TT-BKHDT of the Ministry of Planning and Investment dated March 16, 2021);
• List of information of founding shareholders when changed (according to the form prescribed in Appendix I-7, Circular No. 01/2021/TT-BKHDT of the Ministry of Planning and Investment dated March 16, 2021), does not include information of founding shareholders who have not yet paid for the shares registered to buy;
• If the applicant is authorized by the business, it is necessary to submit: Authorization document to carry out the procedure and one of the applicant’s personal identification documents (valid Citizen Identification Card/Passport).

Above are all the records and documents that businesses need to meet when changing information about founding shareholders of a joint stock company.

Procedure

According to the instructions in Article 57 of Decree 01/2021/ND-CP of the Government issued on January 4, 2021, the process of implementing procedures for notifying changes in information about founding shareholders of joint stock companies is carried out according to the following steps:

Step 1: Submit application

According to Clause 1, Article 26 of the Law on Enterprises 2020, the company or the person authorized to carry out the procedure can submit the application in one of the following ways:

• Submit directly to the One-Stop Department of the Business Registration Office under the Department of Planning and Investment of the province/city where the company is headquartered.
• Submit by mail.
• Submit your application online via the National Business Registration Portal and receive a Receipt of application processing (soft copy).

Currently, some cities only accept online applications, businesses need to carefully look up before submitting applications to avoid wasting time.

Step 2: Processing documents:

After submission, the application will be transferred to the Business Registration Office in charge of managing the company’s area. Within 03 working days from the date of receipt of the application, the Business Registration Office will notify the enterprise about the status of the application:

• If the application is valid: the Business Registration Office will process and issue a Certificate of Confirmation;
• If the dossier is not valid: the Business Registration Office will send a notice requesting amendments and supplements to the dossier.

Step 3: Get results:

When the application is valid, the Business Registration Department will issue a Confirmation of changing the business registration content related to founding shareholder information. Businesses can receive results in one of the following methods:

• Receive directly at the one-stop department of the Business Registration Office;
• Receive results via postal service.

Step 4: Internal procedures after completing procedures with the business registration agency. After completing procedures with the business registration agency, the joint stock company needs to perform the following tasks:

• According to Article 24 of the Law on Enterprise 2020, after completing the above procedures, the enterprise must amend the Charter if changing founding shareholder information affects the content of the charter;
• Update information in the shareholder register (in case founding shareholders do not fully pay for the number of shares registered to buy).

Enterprises need to comply with the above regulations on the process of notifying changes to information about founding shareholders of joint stock companies. Complying with the above regulations will help you save maximum time and implementation costs.

>>>See more: Are founding shareholders allowed to transfer shares?

Consulting services for changing information about founding shareholders of joint stock companies at Long Phan Consulting Company

Implementing procedures for changing information about founding shareholders requires legal knowledge and experience in the field of business registration. Consulting services for changing information about founding shareholders at Long Phan Consulting Company include:

• Consulting on regulations related to founding shareholders and procedures for changing information;
• Drafting documents notifying changes to founding shareholder information according to the latest form;
• Authorized representative of the enterprise carries out procedures at the business registration agency;
• Monitor application progress and update information for businesses;
• Support in resolving problems that arise during the implementation of procedures (if any);
• Consulting on internal procedures that need to be implemented after completing the procedure to change founding shareholder information.

With the support of Long Phan Consulting Company, businesses will save time and effort and ensure documents are processed quickly and accurately according to current legal regulations. In particular, in the context of frequently changing legal regulations, having a professional consulting unit accompany you will help businesses promptly update and comply with new regulations.

>>>See more: Procedures for separating a joint stock company: Detailed instructions from A-Z.

Some frequently asked questions about changing information about founding shareholders of joint stock companies under the new law

We would like to provide some common questions about changing information about founding shareholders of joint stock companies according to the new provisions of law that you are interested in. Please refer!

Is it mandatory to notify changes in personal details of founding shareholders, such as address or identification documents, to the business registration authority?

No, changes in personal details (address, identification documents) of founding shareholders do not require notification to the business registration authority.

Where can I get the official notice of change in the founding shareholder information form?

The official form (Appendix II-1) is attached to Circular No. 01/2021/TT-BKHDT issued by the Ministry of Planning and Investment on March 16, 2021.

In addition to the notification form and updated list of founding shareholders, are there any other required documents in the application?

Yes, if the applicant is a person authorized by the business, a written authorization and one of the valid personal identification documents of the representative is required.

Can the application for notification of change in founding shareholders be submitted electronically?

Yes, applications can be submitted online through the National Business Registration Portal.

What happens if the application submitted to change founding shareholder information is considered incomplete or invalid?

The business registration agency will send a notice requesting the company to amend and supplement documents within a specified period of time.

After successfully completing the notification process, are there any internal company procedures that need to be implemented?

Yes, the company needs to amend the charter if changes in the founding shareholders affect the content of the charter and update the shareholder register if the founding shareholders have not fully paid for the number of shares registered to buy.

Does the requirement to notify changes to founding shareholders apply to publicly listed companies?

No, according to the article, publicly listed companies are exempt from the requirement to notify changes in founding shareholders.

How long does it take to process a complete and valid notification of change in founding shareholder information?

The business registration agency will process the valid application and issue a confirmation within 03 working days from the date of receipt of the application.

Can confirmation of change of founding shareholder information be received by mail?

Yes, the confirmation can be received directly at the one-stop shop of the business registration agency or via postal service.

Above are some answers to questions surrounding the issue of notification of changes to founding shareholder information in joint stock companies. We hope that the above answers have partly answered your questions. Thank you!

Conclude

Thus, when changing information about founding shareholders of a joint stock company according to the provisions of Clause 2, Article 57 of Decree 01/2021/ND-CP, you need to carry out notification procedures with the competent authority according to the correct process. For in-depth consulting support and answers to questions about procedures for changing founding shareholder information, please contact Long Phan Consulting Company via the hotline 1900636389 for quick and professional support.