Issue 220825 – Shareholder register in a joint stock company

Dear Valued Clients,

A key distinction in the ownership structure of a joint stock company, as compared to a limited liability company, is that individuals or organizations may be recognized as shareholders without necessarily having contributed capital. Under Clause 3, Article 4 of the Law on Enterprises 2020 (as amended in 2022 and 2025) (the “Enterprise Law”), a shareholder is defined as any individual or organization that owns at least one share of a joint stock company. The law does not require shareholders to have paid for such shares in order to be recognized as shareholders. Accordingly, once an individual or organization is duly recorded in the company’s shareholder register, they are legally considered a shareholder of the company.

The shareholder register is the document that records ownership in a joint stock company. Under the Enterprise Law, shareholder rights, from receiving dividends and exercising voting rights to enjoying pre-emptive rights in new share issuances, are only guaranteed once they are formally recorded in this register.

Therefore, although not issued by a state authority, the shareholder register is one of the most important corporate documents, serving as the legal basis for the company to confirm and enforce each shareholder’s rights.

In this article, we provide an overview of the regulations relating to the shareholder register in a joint stock company.

1. What is a shareholder register?

Under Article 122.1 of the Law on Enterprises 2020, a shareholder register is a written document or an electronic database recording details of share ownership in the company. The register must be prepared and maintained from the date the company is granted its Enterprise Registration Certificate.

2. Contents of the shareholder register

Pursuant to Article 122.2 of the Law on Enterprises 2020, the shareholder register must contain the following information:

– Name and address of the company’s head office;

– Total number of authorized shares, types of shares, and the number of each type of authorized shares;

– Total number of issued shares of each type and the total value of contributed share capital;

– For individual shareholders: full name, contact address, nationality, and ID or other legal identification details;

– For organizational shareholders: name, enterprise code or legal identification details, and head office address;

– Number of shares of each type held by each shareholder and the date of share registration.

3. Keeping the shareholder register

Under Article 122.3, the shareholder register must be kept at the company’s head office or at another authorized entity such as the Vietnam Securities Depository. Shareholders have the right to inspect, extract, and copy the names and contact details of shareholders recorded in the register.

4. Updating the shareholder register

Updating shareholder details must follow Article 122.4 and 122.5 of the Law on Enterprises 2020:

– If a shareholder changes their contact address, they must promptly notify the company so the register can be updated. The company will not be liable for failing to contact a shareholder who has not provided such notice;

– The company must promptly update changes in shareholders upon the relevant shareholder’s request, as provided in the company charter.

When shares are offered to existing shareholders, the company must record the full details of such shareholders in the register to establish their legal ownership.

When shares are transferred, the company must promptly update the register to reflect the new shareholder’s details. The transferee will only obtain shareholder status once their information is fully recorded in the register.

5. Administrative penalties for failure to maintain a shareholder register

A joint stock company that fails to maintain a shareholder register may be subject to an administrative fine ranging from VND 30,000,000 to VND 50,000,000 under Article 52.2(b) of Decree 122/2021/ND-CP. The company will also be required to prepare the shareholder register in compliance with the law.

6. Shareholder Register template

For reference, below is a template of the shareholder register prepared in accordance with applicable laws.

                                                                                                            SHAREHOLDER REGISTER

A. COMPANY INFORMATION

B. INFORMATION ON SHARES

C. INFORMATION ON SHAREHOLDERS AND NUMBER OF SHARES OF EACH TYPE HELD, DATE OF SHARE REGISTRATION

The shareholder register has been prepared and kept at the Company’s head office.

The above is an overview of the shareholder register in a joint stock company. As always, we hope this article will be useful to you and look forward to accompanying you in the process of building and developing your business.

Kind regards,

ENT Law LLC.