A share transfer in a joint stock company in Vietnam is lighter than a transfer of an LLC stake: shares are freely transferable and there is no statutory offer to the other shareholders. The exceptions are the ordinary shares of founding shareholders in the first three years, voting preference shares, and shares restricted by the charter (Article 111(1)(d), Article 116(3), Article 120 and Article 127(1) of the Law on Enterprises). The parties sign an agreement, the buyer pays, the seller deals with tax, and the company enters the buyer in the register of shareholders. The buyer becomes a shareholder only when it is entered in the register (Article 127(6)).
The company notifies the business registration office only when a foreign shareholder changes, beneficial-owner information changes, or a founding shareholder has not paid for its shares in full (Article 31 and Article 176(3) of the Law on Enterprises; Articles 50 to 52 and Article 54 of Decree 168/2025/ND-CP). The tax on the sale of shares is 0.1% of the transfer price for an individual seller; an organisation seller pays corporate income tax. This guide covers an unlisted company that is not a public company. For a limited liability company see the guide on transfer of capital contribution in an LLC; for buying newly issued shares see the guide on increasing charter capital.
How does a share transfer in a joint stock company work, step by step?#
- Check the shares for sale against the charter and the register of shareholders: share class, whether the seller is a founding shareholder, whether the shares are fully paid, and any charter restriction.
- Obtain approval if the shares are restricted. A transfer of a founding shareholder's shares in the first three years to a non-founder needs the approval of the General Meeting of Shareholders (Article 120(3)).
- Sign the transfer agreement, pay and document completion. The two parties, or their authorised representatives, sign (Article 127(2)).
- Declare and pay tax. An individual seller must complete the tax obligation before the company changes the shareholder list; if the company changes it anyway while the tax is unpaid, the company must declare and pay on the individual's behalf (Article 56(5) of Decree 253/2026/ND-CP). An organisation seller records the gain in its corporate income tax return.
- Enter the buyer in the register of shareholders. The buyer becomes a shareholder only from that moment (Article 127(6)).
- Notify the registration office if one of the cases below applies.
Unlike an LLC with two or more members, a joint stock company has no duty to offer the shares to insiders and wait 30 days (Article 52(1)), even for a transfer between existing shareholders, and no registered change of members within 10 days (Article 30(2)). The charter may add its own restrictions (Article 127(1)).
Share transfer restrictions: which shares are restricted?#
Shareholders may freely transfer their shares, except under Article 120(3) and Article 127(1) (Article 111(1)(d); Article 115(1)(d) also refers to "other relevant laws"). The statutory restrictions:
| Class of shares | Restriction | Basis |
|---|---|---|
| Ordinary shares of founding shareholders, within 3 years of the Enterprise Registration Certificate | Free transfer to another founding shareholder; transfer to anyone else needs General Meeting approval. Not applicable to shares a founder acquires after registration or shares already transferred to a non-founder | Article 120(3) and (4) |
| Voting preference shares (held only by an organisation authorised by the Government and by founding shareholders; the founders' preference ends after 3 years) | May not be transferred, except under a final court judgment or decision, or by inheritance | Article 116(1) and (3) |
| Dividend preference and redeemable preference shares | No specific statutory restriction; default freedom and the charter apply | Articles 117, 118, Article 127(1) |
| Shares restricted by the charter | Effective only if stated in the share certificate of those shares | Article 127(1) |
| Shares subscribed for but unpaid after the 90-day deadline | A shareholder that has not paid ceases to be a shareholder; a part-paid shareholder may not transfer the right to buy the unpaid part | Article 113(3) |
Charter. Under Article 121, a share certificate includes a certificate, a book entry or electronic data confirming ownership, so a company that issues no paper certificates still has "share certificates" in the statutory sense. Our reading is that a restriction should appear in the book entry or the ownership confirmation the holder receives; the law does not specify the form, so confirm when drafting the charter. The law gives existing shareholders no pre-emption right and does not list permitted restrictions, provided they do not breach the law; to control who joins, put a restriction in the charter from the outset. See also the handbook entry on the company charter.
Shares not fully paid. During the first 90 days for paying subscribed shares (Article 113(1)), the law does not say whether shares not yet fully paid may be transferred; sold shares are shares paid in full (Article 112(2)). The safe course is to wait until payment is complete, or to state in the agreement who pays the balance.
Founding shareholders selling in the first three years#
A founding shareholder is a shareholder holding at least one ordinary share that signed the list of founding shareholders at incorporation (Article 4(4) of the Law on Enterprises; Article 50(1) of Decree 168/2025/ND-CP). Under Article 120(3), a sale to another founding shareholder is free; a sale to anyone else (including an existing shareholder that is not a founder) needs General Meeting approval, and the founding shareholder that wants to sell has no vote on it. A company converted from a state-owned enterprise or an LLC, or formed by division, separation, consolidation or merger of another joint stock company, need not have founding shareholders (Article 120(1)); if a company converted from an LLC still files a founder list, the law does not say how the three years are counted, so confirm with the registry.
Approval threshold. The law gives no specific threshold. The approval is not on the list of resolutions that need 65% of the votes of all shareholders attending and voting at the meeting (Article 148(1), as amended by Article 7(5) of Law 03/2022/QH15), so our reading is that the general rule in Article 148(2) applies: more than 50% of those votes (Article 148(4): more than 50% of all shareholders with voting rights if written ballots are used); the charter may set a different ratio. The law does not say how the denominator is counted when the selling founder cannot vote, so confirm when drafting the resolution.
Counting the three years. For a company that received its Enterprise Registration Certificate on 15 January 2026, the Civil Code rules on time limits (Article 147(3) and Article 148(4)) put the end of the three years at the close of 15 January 2029; from 16 January 2029 a sale to an outsider no longer needs approval under Article 120, leaving only charter restrictions.
Selling without approval. The Law on Enterprises states no specific consequence. Under Articles 117, 122 and 123 of the Civil Code, a transaction whose content breaches a prohibition of the law may be declared void; whether Article 120(3) is a "prohibition" is open to argument. A transfer without approval, or one in which the seller voted, may therefore be challenged, may be sued upon as void, or may be refused entry in the register.
Is a change of founding shareholders registered? Article 50(2) of Decree 168 limits notification to the case where a founding shareholder has not paid, or has paid only part of, the shares subscribed (Article 113(3)(d) of the Law is tied to the same case), so on the wording of the decree a founder that has fully paid and sells its shares does not trigger notification. However, Article 31(1)(b) of the Law on Enterprises (as amended in 2025) lists "founding shareholders" generally among the changes to be notified, so confirm with the registry where the company is based. If you notify to be safe, the general period in Article 31(2) is 10 days from the change.
Share transfer between existing shareholders. There is no offer step, but two points need checking. If the seller is a founder in the first three years and the buyer is an existing non-founder, approval is still needed (Article 120(3)), the point most often missed. If the deal leaves fewer than 3 shareholders for 6 consecutive months without converting to another form, that is a ground for dissolution (Article 111(1)(b); Article 207(1)(c), amended by Article 1(23) of Law 76/2025/QH15). If an individual ends up with 25% or more of charter capital or of voting shares it may be a beneficial owner; see the notification section below.
The agreement and the register of shareholders#
Agreement. The law sets a minimum form only: the two parties, or their representatives, sign (Article 127(2)), and notarisation is not required. Article 3 of the Law on Notarisation 46/2024/QH15 requires notarisation only for transactions that a law, or a Government decree under a law, designates, and we have not found a law that does so for share transfers; Articles 119 and 129 of the Civil Code likewise bind form only where a law prescribes one. Notarisation is a choice for the parties; check the Ministry of Justice list of transactions that must be notarised or certified (Article 3(2) of the Law on Notarisation) before signing.
The agreement should (our recommendation) contain seller warranties on title, full payment, no pledge or dispute, and approvals under Article 120 and the charter; the moment shareholder rights pass, tied to the register entry; and the allocation of tax and costs. The buyer should also run due diligence before pricing, since undisclosed debts and disputes reduce the value of the shares even though a shareholder is liable only up to the capital it has paid in (Article 111(1)(c)); see the handbook entry on due diligence. A company seller needs non-cash payment evidence for any part of the price of VND 5 million or more, otherwise the tax office may determine the price (point a3 of Article 13(2) of Decree 320/2025/ND-CP).
Register of shareholders. A person receiving shares becomes a shareholder only when its details under Article 122(2) are fully entered in the register of shareholders (Article 127(6)). The company must update the register on the relevant shareholder's request (Article 122(5)), within 24 hours of receiving the request as provided in the charter (Article 127(7)), so the buyer should request the entry in writing as soon as payment is made. Failing to enter shareholder details in full is fined VND 40 to 70 million and the company must complete the entry (point dd of Article 52(2) of Decree 122/2021/ND-CP, the Vietnamese letter that follows "d", as supplemented by Article 5 of Decree 288/2026/ND-CP).
When must a share transfer in a joint stock company be notified to the registration office?#
A company that is not listed and not registered for trading notifies only in these four cases:
- A foreign investor shareholder recorded in the register changes: 10 days from the change; the registry has 3 working days to process (Article 31(1)(b), (3) and (4) of the Law on Enterprises; Article 51 of Decree 168).
- A foreign shareholder's details (name, nationality, passport number, address, number and class of shares) are first given or change: 3 working days (Article 176(3) of the Law on Enterprises, amended by Article 1(22) of Law 76/2025; Article 54(1) of Decree 168).
- Beneficial-owner information or the declared ownership percentage changes, for example an individual reaching 25% of charter capital or of voting shares: 10 days from the change (Article 31(1)(c) of the Law on Enterprises; Article 52(1) and Article 17 of Decree 168, amended by Article 3 of Decree 296/2026). From 23 July 2026, Article 52(2) of Decree 168 (notice of a change of shareholders to identify the beneficial owner) has been repealed (Article 19(9) of Decree 296/2026/ND-CP). See the handbook entry on the beneficial owner.
- A founding shareholder has not paid, or has paid only in part: 30 days from the deadline for full payment (Article 50(2) and (3) of Decree 168).
File for a change of foreign shareholders (Article 51(1) of Decree 168, point c amended by Article 10 of Decree 296/2026/ND-CP): the notice, the list of foreign investor shareholders after the change, the transfer agreement or proof of completion, the legal documents and the document appointing a representative if the new shareholder is an organisation, and the investment registration authority's approval where one was required. From 23 July 2026, if the registry can retrieve the approval from the database it may not ask for it again (Article 4(7) of Decree 168, added by Article 1(2) of Decree 296/2026); a filing through an authorised person must be electronically authenticated or accompanied by a copy of the principal's identity document (Article 12(5) of Decree 168, amended by Article 2 of Decree 296/2026).
Foreign documents. Article 51 of Decree 168 still says the legal documents of a foreign organisation must be consularly legalised. From 11 September 2026, a public document from a state party to the Apostille Convention that applies with Vietnam, bearing an Apostille, is exempt from consular legalisation (Article 25(2) and (3) and Article 34 of Decree 293/2026/ND-CP); documents outside the scope of public documents remain subject to legalisation (Article 35(2)), so identify each document before filing. A Vietnamese translation needs a certified translator's signature from 23 July 2026 (Article 10(2) of Decree 168; Article 19(1) of Decree 296/2026).
Two deadlines for foreign shareholders. Article 51 of Decree 168 is the file for a change of shareholders (10 days, under Article 31(3) of the Law on Enterprises); Article 54(1) is the notice updating a foreign shareholder's details (3 working days, under Article 176(3) as amended). No document says one filing replaces both; another reading treats the 3 working days as the deadline and Article 51 as only the content of the file. Both readings lead to the same recommendation: file within 3 working days with the full set of documents under Article 51, then confirm with the registry.
Fines. Late notification of a change in enterprise registration details is fined under Article 44 of Decree 122/2021/ND-CP, as amended by Decree 288/2026/ND-CP (signed 21 July 2026). Amounts for an organisation: 1 to 10 days late, a warning; 11 to 30 days, VND 10 to 20 million; 31 to 90 days, VND 30 to 40 million; 91 days or more, VND 50 to 60 million; no notification, VND 30 to 70 million and an order to notify.
Tax on a share transfer in a joint stock company: who pays and how much?#
The tax on the sale of shares depends on who the seller is; details are in the guides on capital transfer tax and corporate income tax on capital transfer.
| Seller | Tax and rate | Basis |
|---|---|---|
| Individual (resident or non-resident) | Personal income tax on transfer of securities: 0.1% x transfer price, per transaction; no deduction of cost or expenses | Article 10(2) and Article 54(1) of Decree 253/2026/ND-CP; Article 13(2) and Article 23(2) of Law 109/2025/QH15 |
| Vietnamese organisation | Corporate income tax ("other income"): 20% x (transfer price - purchase price - transfer expenses) | Article 3(2)(a) and Article 10(1) of Law 67/2025/QH15; Article 13(1) and (2) of Decree 320/2025/ND-CP |
| Foreign enterprise filing on a revenue-percentage basis | 2% of taxable revenue arising in Vietnam (capital transfer), except intra-group restructuring that does not change the ultimate parent and produces no income | Article 12(3)(i) of Decree 320 |
Where the seller is an organisation, Article 13(1) of Decree 320 treats shares of a company that is not a public company as a capital transfer, so for a foreign organisation selling unlisted shares we apply the 2% rate in Article 12(3)(i), not the 0.1% rate in Article 12(3)(g), which is only for securities transfers. We have not found specific guidance on this case, so confirm with the tax office or a tax adviser before filing. A capital transfer is not subject to VAT (Article 5(9)(d) of Law 48/2024/QH15). Shares received by gift or inheritance are taxed differently: a resident individual pays 10% personal income tax on the value above VND 20 million per receipt (Article 18 of Law 109/2025/QH15), and the exemption between close relatives in Article 18(1) of Decree 253/2026/ND-CP covers real estate only.
The price for an individual's tax on unlisted shares is the price in the agreement, or the actual transfer price, or the accounting book value at the latest financial statements before the transfer; the text sets no order of priority (Article 54(2)(b) of Decree 253).
Who files. If a company that is not yet a public company has authorised a securities company to manage its shareholder list, that securities company withholds and pays; otherwise, including where the company keeps its own register, the individual seller files directly with the tax office (Article 56(4)(b) of Decree 253). Where a foreign organisation sells to a Vietnamese organisation or resident individual, the buyer withholds and pays the seller's tax (Article 17(6)(b) of Law 108/2025/QH15; Article 2(2) of Decree 320). For a non-resident foreign individual selling unlisted shares to a Vietnamese organisation or a resident individual, the buyer withholds the 0.1% and files and pays it: Article 17(6)(b) of the Law on Tax Administration speaks of "capital transfer", which the Law on Personal Income Tax defines to include securities transfers (Article 3(4)(b) of Law 109/2025/QH15); Article 67(1) of Decree 253 requires anyone paying income to a non-resident individual to withhold before paying, and Article 67(4)(b) exempts only capital transfers by residents. Article 56(4)(b) of Decree 253 (the individual files) does not distinguish residents, so the wording still diverges, but the Law ranks higher; the buyer should withhold from the price.
Example (assumption). Company X is unlisted and has not authorised a securities company to manage its register. 200,000 shares are sold at VND 30,000 each, a total of VND 6,000,000,000. An individual seller pays 0.1% x 6,000,000,000 = VND 6,000,000. A Vietnamese company seller with a purchase price of VND 4,000,000,000 and valid transfer expenses of VND 50,000,000 has taxable income of VND 1,950,000,000 and pays 20%, VND 390,000,000, if there are no other adjustments and no loss carried forward.
Share transfer in a joint stock company to a foreign investor#
The buyer must meet the market access, defence and security, and land conditions (Article 21(2) of the Law on Investment), and must register the purchase with the investment registration authority before the shareholder changes in three cases (Article 21(3)): the purchase raises foreign investors' ownership in a company in a sector with conditional market access; the purchase leaves a foreign investor, or an economic organisation treated as one, holding more than 50% of charter capital (or increases a holding already above 50%); or the company holds a land use right certificate on an island, in a border area, a coastal area or another area affecting defence and security. The company then notifies the change of foreign shareholder. The registration file and the 10 working-day review period are in the guide on a foreign investor buying shares; for background on the deal types see the handbook entry on M&A in Vietnam.
On when the buyer becomes a shareholder, Article 76(6) of Decree 96/2026/ND-CP says that for a foreign investor in one of the three prior-registration cases, shareholder rights and obligations arise when the procedure for changing shareholders is completed; Article 127(6) of the Law on Enterprises says from the register entry. The two rules may differ in timing and no guidance reconciles them, so state the moment rights pass in the agreement and confirm with the registry.
Gifts, inheritance and public companies#
A shareholder may gift shares or use them to pay a debt (Article 127(5)); heirs of a deceased individual shareholder become shareholders (Article 127(3)); the recipient is a shareholder only from the register entry (Article 127(6)). The law does not say whether a gift of a founder's shares in the first three years is a "transfer" restricted by Article 120(3); the cautious course is to seek approval as for a sale.
Public companies and listed companies are outside this guide: trading on the stock exchange follows securities law (Article 127(2)), and listed companies and companies registered for trading are not subject to the foreign-shareholder and beneficial-owner notices under Article 31 and Article 176(3). A public company, or a company in a sector under specialised regulation (banking, insurance, securities and so on), should also check the sector law and the charter, since there may be separate restrictions or approval conditions; this guide does not go into the public-company criteria.
LexData reviews share transfer restrictions in the law and the charter, drafts the transfer agreement and the General Meeting approval, files the foreign shareholder and beneficial-owner notices, and handles investment registration where the buyer is foreign, under its capital contribution and share purchase service. LexData does not file tax returns on behalf of the parties; the parties or a tax adviser handle that part.
