A foreign shareholder in a Vietnamese private joint stock company (JSC) including those owning less than 49% of the JSC will be subject to stricter control under the Enterprise Law 2014. In particular, from 1 July 2015, a private JSC established under the Enterprise Law 2014 must submit a list of foreign shareholders to the Business Registration Authority (Foreign Shareholders List). The Foreign Shareholder List must include the following information:
- Full names, signatures, addresses, nationalities, permanent residential addresses and other basic characteristics of shareholders being foreign investors who are individuals;
- Names, enterprise code numbers and head office addresses of shareholders being foreign investors who are organizations;
- Full names, signatures, addresses, nationalities and permanent residential addresses of authorized representatives or legal representatives of shareholders being foreign investors who are organizations; and
- Number of shares, class of shares, types of asset, quantity of assets and value of each type of asset contributed as share capital by shareholder being foreign investor.
Any subsequent change to the Foreign Shareholders List of a private JSC must be notified to and approved by the Business Registration Authority. These requirements could make the transfer of shares by a foreign investor in a private JSC more difficult. Under Enterprise Law 2005, there is no separate Foreign Shareholders List and no separate approval required for change of foreign shareholders in a private JSC. While it is not clear, it is likely that private JSCs established under Enterprise Law 2005 may also have to follow the requirements of the Enterprise Law 2014 on foreign shareholders.