How to prepare a shareholder registration book: A simple guide

Instructions on how to prepare a shareholder registration book are essential content to help joint stock companies manage shareholder information transparently and accurately right from the start. Setting up a register according to regulations not only helps businesses easily control the list of shareholders, serving operating activities and decision-making, but is also an important legal basis when transferring shares, distributing dividends or resolving internal disputes.

What is the shareholder register?

Currently, the law does not specifically regulate the concept of “shareholder registration book”. Pursuant to Clause 1, Article 122 of the Law on Enterprises 2020, the shareholder register is understood as a document that exists in the form of paper documents or electronic data sets to record information about the share ownership of company shareholders. This is a mandatory document for all joint stock companies.

The shareholder register shows the capital ownership structure of a joint stock company at each time. Through the shareholder register, the company obtains information about shareholders, the share ownership ratio of each shareholder, as a basis for exercising the rights and obligations between the company and shareholders.

Information in the shareholder register must be updated promptly when there are changes. This data helps identify shareholders, determine voting rights, dividend rights and other rights of shareholders according to the provisions of the Law on Enterprise and the Company Charter.

At the same time, the shareholder register is also an important management tool that helps companies track share transfers, issuance of new shares, and other changes related to shareholder structure.

When is it necessary to prepare a shareholder registration book?

Pursuant to Clause 1, Article 122 of the Law on Enterprise 2020 stipulates: “A joint stock company must establish and maintain a shareholder register from the time it is granted the Business Registration Certificate. The shareholder register can be a paper document or an electronic data set that records information about the share ownership of the company’s shareholders.”

According to the above regulations, the time to prepare a shareholder registration book is immediately after the company is granted a Business Registration Certificate. This is a mandatory obligation for all joint stock companies, regardless of size or field of operation.

In addition, the shareholder register needs to be updated in the following cases:

• When there is a change in shareholder information;
• When a share transfer transaction arises;
• When a company issues additional shares;
• When shareholders exercise their right to buy preferential shares; or when the shareholder structure changes due to business reorganization.

Updating the shareholder register should be done promptly at the request of the relevant shareholder.

According to Clause 4, Article 122 of the Law on Enterprise 2020, when shareholders change their contact address, they must promptly notify the company to update the shareholder register. The Company is not responsible for not being able to contact shareholders due to not being notified of the change of contact address.

The shareholder register is kept at the company’s headquarters or other organizations with the function of keeping the shareholder register. Shareholders have the right to check, look up, extract and copy the names and contact addresses of company shareholders in the shareholder register.

Instructions on how to prepare a standard shareholder registration book

To prepare a shareholder registration book in accordance with the law, Joint Stock Companies need to pay attention to the following important contents.

Required content of the shareholder register

According to the provisions of Clause 2, Article 122 of the Law on Enterprise 2020 Detailed regulations on mandatory content of the shareholder register. When preparing a shareholder registration book, the shareholder registration book must include the following main contents:

• Name and address of the company’s headquarters;
• Total number of shares authorized to be offered for sale, types of shares authorized to be offered, and number of shares authorized to be offered for each type;
• Total number of shares sold of each type and value of contributed capital;
• Full name, contact address, nationality, legal document number of individual for individual shareholders; name, business code or legal document number of the organization, head office address for institutional shareholders;
• Number of shares of each type of each shareholder, date of share registration.

When there is a change in shareholders or shareholder information, the company must promptly update the shareholder register. This ensures the accuracy and updates of information, helping the company properly fulfill its obligations to shareholders. Information in the shareholder register is also the basis for the company to distribute benefits, disclose information and perform other obligations according to regulations.

>>> See more: Instructions for preparing a shareholder registration book in a joint stock company.

Sample shareholder registration book

Current law does not specifically stipulate the form of shareholder registration book, however, companies can refer to the form below to build a shareholder registration book in accordance with the law.

>>> CLICK DOWNLOAD NOW: SAMPLE SHAREHOLDERS REGISTRATION BOOK

When preparing a shareholder registration book, the company needs to design clear, easy-to-follow tables.

The first part should clearly state information about the company, including: company name, head office address, business code, contact information. Next is information about shares: total number of shares authorized to be offered, types of shares, number of each type, value of shares contributed.

The main part of the shareholder register is the shareholder information table, designed with columns such as: serial number; shareholder information (full name/organization name, address, legal document number); type of shares; number of shares; ownership ratio; registration date; Notes on changes (if any).

The shareholder register must have the signature of the company’s legal representative or authorized person. This ensures the legality of the document. The Company may add other information in accordance with specific management needs and legal requirements.

Regulations on penalties for not creating a shareholder registration book according to regulations

Pursuant to Article 52, Decree 122/2021/ND-CP dated December 28, 2021 on sanctioning administrative violations in the field of planning and investment, failure to prepare a shareholder registration book is considered an administrative violation and is subject to strict penalties.

Specifically, according to the provisions of Point b, Clause 2, Article 52 of Decree 122/2021/ND-CP, joint stock companies that do not prepare a shareholder registration book will be fined from 30,000,000 VND to 50,000,000 VND. This fine applies to organizations. For individuals who violate, the fine is half the fine for organizations as prescribed in Clause 2, Article 4 of Decree 122/2021/ND-CP.

In addition to monetary penalties, the company is also forced to prepare a shareholder registration book according to the provisions of Point d, Clause 3, Article 52 of Decree 122/2021/ND-CP.

The application of these sanctions is to ensure that joint stock companies seriously fulfill their obligations to establish and maintain a shareholder register. The shareholder register plays an important role in corporate governance, protecting the rights of shareholders and making the company’s capital ownership structure transparent. Therefore, failure to comply with this regulation will be strictly handled according to the law.

Enterprises should note that after being sanctioned, they still have to fulfill their obligation to prepare a shareholder registration book according to regulations. Continued violations may lead to more severe sanctions and affect the reputation and operations of the business.

Support service for creating shareholder registration books for businesses at Long Phan Consulting Company

Long Phan Consulting Company provides support services for creating professional shareholder registration books for joint stock companies. With a team of experienced experts, we ensure that the shareholder registration book is prepared in accordance with current legal regulations.

Comprehensive consulting and support services Long Phan Consulting Company offer includes:

• Support in collecting information about the company and shareholders according to the provisions of law;
• Support the design of shareholder registration book templates suitable to the characteristics of the business, ensuring compliance with legal requirements;
• Support businesses in updating the shareholder register when there are changes, ensuring continuity and accuracy of information;
• Providing consulting services on legal issues related to shareholder and company share management;
• Consulting on solutions and overcoming consequences when businesses are fined for violating the shareholder registration book.

With rich experience in the field of business consulting, Long Phan Consulting Company understands the importance of the shareholder register for corporate governance activities. We are committed to providing comprehensive, professional solutions, helping businesses comply with legal regulations and optimize shareholder management.

Frequently asked questions

Below are frequently asked questions when preparing a shareholder registration book.

What is the importance of maintaining an updated shareholder register?

Maintaining a current shareholder register is important to accurately identify shareholders, facilitate communication, distribute dividends, determine voting rights and ensure compliance with legal obligations.

Who is responsible for creating and maintaining the shareholder register?

The joint stock company itself has a legal obligation to establish and update a shareholder register. This responsibility usually falls to the company’s administrative or legal department.

Can shareholders request to see the shareholder register?

Yes, according to the law, shareholders have the right to check, look up, extract and copy the names and contact addresses of other shareholders recorded in the register.

What happens if the company does not establish a shareholder register?

Failure to prepare a shareholder registration book is considered an administrative violation and can result in a fine of between 30,000,000 VND and 50,000,000 VND for the organization. Individuals who violate the law may be subject to a fine equal to half the fine imposed on the organization. In addition, the company will be forced to create a register.

Is there a standard shareholder registration form prescribed by law?

Current law does not stipulate a specific form for the shareholder register. However, the template provided provides a comprehensive structure in accordance with legal requirements. Companies can tailor this template to their specific needs, while ensuring all required information is included.

How often does the shareholder register need to be updated?

The shareholder register must be updated promptly whenever there is a change in shareholder information, transfer of shares, issuance of new shares, exercise of preferential share purchase rights or any change in the company’s ownership structure.

Where should the shareholder register be stored?

The shareholder register must be kept at the company’s headquarters or at another organization authorized to keep these records.

What legal documents can be used as proof of a shareholder’s identity?

For individual shareholders, valid legal documents include identity card (CCCD), passport or other legal identification documents. For institutional shareholders, include business registration certificate or other equivalent legal documents.

Does the shareholder register need to be in paper form?

No, the shareholder register can be kept in the form of paper documents or electronic data files, according to the provisions of the Law on Enterprise 2020.

What details are needed when recording a transfer of shares in the register?

When there is a transfer of shares, the register needs to be updated to reflect the information of the transferor, the information of the transferee, the number and type of shares transferred, the date of transfer and any relevant transaction details.

Are there any specific requirements regarding the language used in the shareholder register?

The shareholder registration book must be prepared in Vietnamese. If there are foreign shareholders, their information must still be recorded in the Vietnamese alphabet. Additional information can be provided in the original language in a separate column or as a note.

Can a company issue different classes of shares and how are they recorded in the register?

Yes, a joint stock company can issue many different types of shares (for example: common shares, preference shares). The shareholder register must clearly distinguish between these classes of shares and record the number of shares of each class that each shareholder owns.

What is the meaning of “share registration date” in the shareholder register?

“Share registration date” is the date on which a shareholder’s share ownership is officially recorded in the company’s register. This date is very important to determine shareholders’ rights to dividends, voting rights and other rights.

Is the signature of the legal representative required on the shareholder register?

Yes, the shareholder register must be signed and confirmed by the company’s legal representative or an authorized person to ensure its legality.

Conclude

Complying with regulations on shareholder registration not only helps businesses avoid sanctions but also ensures transparency in corporate governance. If you have actual needs and need further support regarding the service of preparing a shareholder registration book, please contact Long Phan Consulting Company via the hotline: 1900636389 to receive dedicated, detailed advice from Long Phan Consulting Company’s team of experienced experts.