Legally the number of shares authorised for sale (số cổ phần được quyền chào bán) (Authorised Shares) is an important concept in corporate law in Vietnam. It is used repeatedly in the Enterprise Law. In particular, the number of Authorised Shares of a joint stock company must be recorded in the Charter, the Shareholder Register and the Business Registration Certificate of a joint stock company. Any change to the number of Authorised Shares requires approval of the General Meeting of Shareholders (GMS) and registration with the business registration authority.

Despite the important role of Authorised Shares, the Enterprise Law and its implementing regulations fail to clearly define Authorised Shares. There is no definition of Authorised Shares. So one would need to imply from various provisions of the Enterprise Law and its implementing regulations to determine what Authorised Shares are. Below are some provisions under the Enterprise Law and its implementing regulations which relate to Authorised Shares:

• Article 84 of the Enterprise Law provides that the founding shareholders of a joint stock company must together subscribe for at least 20% of the total number of Authorised Shares being ordinary shares. If the founding shareholders do not subscribe all of the number of Authorised Shares then the remaining Authorised Shares must be offered for sale and sold within three years from the date of incorporation.  
• Article 92 of the Enterprise Law provides that shares which are bought back by a joint stock company are considered withdrawn shares and belong to the number of Authorised Shares.

• Article 96 of the Enterprise Law provides that approval by the GMS is required for deciding the total number of Authorised Shares. 
• Article 96 of the Enterprise Law provides that it is not necessary to have the GMS to approve an increased Charter Capital if the Charter Capital is increased by issuing “new shares” within the number of Authorised Shares. 
• Article 108 of the Enterprise Law provides that the Board of Directors (Board) is entitled to decide to issue new shares within the number of Authorised Shares. 
• Article 6 of Decree 102/2010 provides that the number of shares authorised for issue (sổ cổ phần được quyền phát hành) of a joint stock company is the number of shares that the GMS decides to issue to mobilise new capital. It is not clear if “shares authorised for issue” under Decree 102/2010 are the same as “shares authorised for sale” under the Enterprise Law. For the sake of simplicity, let’s assume that “shares authorised for issue” are Authorised Shares. 
• Article 6 of Decree 102 provides that the number of Authorised Shares at the time of incorporation of a joint stock company includes (1) the number of shares that have been subscribed by shareholders of the company at the time of incorporation and (2) the number of shares that will be issued within three years from the date of incorporation. 
• Article 40 of Decree 43/2010 provides that the charter capital of a joint stock company does not include “value of” the Authorised Shares.