Throughout the business operation, transfer shares or capital share is necessary when the enterprise change business strategy or organizational structure.
Joint-stock company is not an exception, in fact, there are some points should be noted about the transfer the ordinary shares that mentioned below.

I. Legal grounds

Law On Enterprises 2014

II. Content

Shareholders may transfer their shares to other people, except in the cases limited and the cases in which shares is restricted from transfer prescribed by the company’s charter in accordance with law on Enterprises. Where the company’s charter contains regulations on restriction on share transfer, these regulations are only effective when they are written on the corresponding shares.

 Law On Enterprises 2014 regulates the restrictions to ordinary shares of founding shareholders

• Within 03 years from the issuance date of the Certificate of Business registration, founding shareholders may transfer their shares to other founding shareholders; they may transfer their ordinary shares to people other than founding shareholders if approved by the General Meeting of Shareholders. In this case, the transferring shareholders do not have the right to vote on the transfer of such shares.
• Restrictions to ordinary shares of founding shareholders shall be lifted after 03 years from the issuance date of the Certificate of Business registration. These restrictions shall not apply to the shares that founding shareholders obtain after business registration and the shares transferred by founding shareholders to people other than founding shareholders of the company.

Restrictions on transferring shares apply only to ordinary shares of founding shareholders, within 03 years from the issuance date of the Certificate of Business registration. Ordinary shareholders do not belong to this case.

To determine whether the transfer of ordinary shares is in cases where the law on enterprise is limited or not based on the following three conditions:

Firstly, the shares transferred are the ordinary shares of founding shareholders; and

Secondly, transfer the ordinary shares of founding shareholders to people other than founding shareholders; and

Thirdly, the term is 03 years from the issuance date of the Certificate of Business registration.

Note: The founding shareholders may only transfer their ordinary shares to people other than founding shareholders if approved by the General Meeting of Shareholders. In this case, the transferring shareholders do not have the right to vote on the transfer of such shares.

In principle, the ordinary shares of joint stock company may be freely transfers, expect in the cases limited and the cases in which shares is restricted from transfer prescribed by the company’s charter.