Redeemable preference shares and rights of redeemable preference shareholders
Redeemable preference shares and rights of redeemable preference shareholders

1. A redeemable preference share is a share which shall be redeemed by the company at any time upon demand by its owner or in accordance with the conditions stated in the redeemable preference share certificate.
2. Redeemable preference shareholders shall have other rights as ordinary shareholders, subject to the exception in clause 3 of this article.
3. Redeemable preference shareholders shall not have the right to vote, the right to attend General Meetings of Shareholders or the right to nominate candidates to the Board of Management and the Inspection Committee.
Article 84 Ordinary shares of founding shareholders
1. Founding shareholders must together register to subscribe at least twenty (20) per cent of the number of ordinary shares which may be offered for sale and must pay in full for the number of shares registered to subscribe within ninety (90) days from the date of issuance of the business registration certificate of the company.
2. Within ninety (90) days from the date of issuance of the business registration certificate of the company, the company must notify the business registration body of the contribution of share capital. The notification must contain the following main particulars:
(a) Name, address of head office, number and date of issuance of business registration certificate, registered location of business;
(b) Total number of ordinary shares which may be offered for sale, number of shares registered to be subscribed by founding shareholders;
(c) Full name, permanent address, nationality, number of identity card, passport or other legal personal identification of a founding member being an individual; name, permanent address, nationality, number of the decision on establishment or number of business registration of a member being an organization; number of shares registered to subscribe, number of shares and value of shares already paid for, type of assets contributed as share capital of each founding shareholder;
(d) Total number of shares and value of shares already paid for of founding shareholders;
(dd) Full name and signature of the legal representative of the company.
The legal representative of the company must bear personal responsibility for any damage to the company and to other persons due to late notification, or untruthful, inaccurate or incomplete notification.
3. Where a founding shareholders fails to pay in full for the number of shares registered to subscribe, such number of shares not yet contributed in full of the founding shareholder shall be dealt with in one of the following manners:
(a) All other founding shareholders contribute all such number of shares in proportion to the ratio of shares they own in the company;
(b) One or more founding shareholders agree to contribute in full such number of shares;
(c) Another person who is not a founding shareholder agree to contribute in full such number of shares; such person shall automatically become a founding shareholder of the company. In this case, the founding shareholder who fail to contribute shares as registered shall automatically cease to be a shareholder of the company.
Where the number of shares registered to be contributed by founding shareholders has not yet been contributed in full, the founding shareholders shall jointly be liable for debts and other property obligations of the company within the value of such number of unpaid shares.
4. Where founding shareholders do not register to subscribe for all shares which may be offered for sale, the remaining shares must be offered for sale and sold out within a time limit of three years from the date of issuance of the business registration certificate to the company.
5. Within a period of three years from the date of issuance of the business registration certificate to the company, ordinary shares of founding shareholders may be freely assigned to other founding shareholders, but may only be assigned to persons not being founding shareholders if approved by the General Meeting of Shareholders. In this case, shareholders intending to assign shares may not vote on the assignment of such shares and the assignee shall automatically become a founding shareholder of the company.
After three years from the date of issuance of the business registration certificate to the company, all restrictions on ordinary shares of founding shareholders shall be lifted.

  • Contact directly at the following address:

          Daiviet Law Firm
          Daiviet Notary Office
          No. 335 Kim Ma Street - Ba Dinh District - Hanoi- Vietnam
          Tel: (84-4) 37478888/  Hot-line: 0933 668 166
          Fax: (84-4) 37473966

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