How is the shareholder register of a joint stock company regulated?

I. Understanding the shareholder register of a joint stock company

The shareholder register of a joint stock company is a legal document that records information about shareholders and the number of shares they own. This serves as an important basis for determining shareholders’ rights and obligations within the company. The register must be established and maintained at the company’s head office or an authorized location, and may exist in either written or electronic form. The management of the register of shareholders must strictly comply with current legal regulations.

II. Legal provisions on shareholder register of a joint stock company

1. What is a shareholder register of a joint stock company?

The shareholder register of a joint stock company is a document prepared and maintained by the company, recording information about shareholders, the number of shares each holds, and related changes.

According to Clause 1, Article 122 of the Law on Enterprise 2020, the shareholder register includes basic information such as: name, contact address, number of each type of shares, date of share registration, and other details as specified in the company’s charter. This register can be in writing or electronic data form.

2. Conditions and principles for establishing shareholder register of a joint stock company

Under Article 122 of the Law on Enterprise, joint stock companies are obligated to prepare and maintain the register of shareholders based on the following conditions and principles:

a. Conditions for preparing the register:

- The joint stock company must prepare the shareholder register from the time the company is established and has shareholders.

- This register may be stored in paper form or as electronic data.

The company must fully record the following key information in the register:

- Name and head office address of the company;

- Information about shareholders: full name, address, nationality (for individuals); or company name, enterprise code and head office address (for organizations);

- Number and ownership ratio of shares: clearly stating the number of shares of each type that each shareholder owns and their ownership ratio in the company;

- Date of joining the company: the date the shareholder became a member of the joint stock company.

b. Principles for maintaining the register:

- Timely updates: The company must update the register whenever there is a change in shareholders or the number of shares owned, to ensure the information is always accurate and complete.

- Storage at the head office: The register must be kept at the company’s head office or at organizations providing shareholder register services.

- Shareholders’ right of inspection: Shareholders have the right to inspect and copy information in the register, including names and addresses of other shareholders.

3. Responsibility for preparing the shareholder register of a joint stock company

According to Article 122 of the Law on Enterprise 2020:

- Responsibility to prepare and maintain: A joint stock company is responsible for preparing and maintaining the shareholder register from the time it has shareholders (Clause 1, Article 122). The register must be updated promptly when there are changes in shareholders or their shareholdings.

- Updating shareholder information: The company must promptly update the register whenever there are changes in shareholders or in the number of shares they own (Clause 5, Article 122).

- Storing the register: The register must be stored at the company’s head office or a designated storage location, ensuring easy retrieval and inspection (Clause 3, Article 122).

- Shareholders’ rights: Shareholders have the right to inspect and copy information in the register (Clause 4, Article 122), enabling them to monitor their ownership and ensuring transparency.

Thus, a joint stock company is obliged to prepare, maintain, and update the register in accordance with the law, including fully recording information about shareholders and their shareholdings. Shareholders have the right to inspect and copy this information, and the register must be stored properly.

III. Questions on the shareholder register of a joint stock company

1. Is there a fine for errors in the shareholder register of a joint stock company?

Although there is currently no specific provision on fines for incorrect preparation of the register, under Article 122 of the Law on Enterprise 2020, a joint stock company must prepare and maintain the register accurately and completely, including promptly updating changes to shareholders and shareholdings.

Additionally, according to Point d, Clause 3, Article 52 of Decree 122/2021/ND-CP, the company must take corrective measures to properly establish the shareholder register.

2. What details are included in the register?

According to Clause 2, Article 122 of the Law on Enterprise, the shareholder register includes:

- Name and head office address of the company;

- Total shares authorized for offering, types of shares authorized for offering, and the number of shares of each type authorized for offering;

- Total shares sold of each type and the contributed share capital value;

- For individual shareholders: full name, contact address, nationality, and personal legal documents;

- For organizational shareholders: organization name, enterprise code or legal documents, and head office address;

- Number of shares of each type owned by each shareholder and the date of share registration.

3. What form can the shareholder register of a joint stock company take?

The shareholder register is a crucial document enabling a joint stock company to pay dividends and prepare the list of shareholders entitled to attend the General Meeting of Shareholders. Under Article 122 of the Law on Enterprise 2020, the company must prepare and maintain the register accurately and completely. The register can be in two primary forms: paper or electronic data. The choice depends on the company’s needs and conditions, but it must ensure security, easy access, and timely updates.

4. What main information must be included in the shareholder register under the law?

The shareholder register records ownership information and serves as the legal basis for determining shareholders’ rights and obligations. According to the law, it must include:

- Company’s name and head office address.

- Information on shares authorized for offering:

+ Total shares authorized for offering;

+ Types of shares authorized;

+ Number of shares authorized for each type.

- Information on shares sold:

+ Total shares sold of each type;

+ Contributed share capital value.

- Shareholder information:

+ For individuals: full name, contact address, nationality, and valid personal legal documents (ID card, citizen card, passport);

+ For organizations: name, enterprise code or legal documents, head office address.

- Number of each type of shares owned by each shareholder and the share registration date.

Accurate and complete preparation and maintenance of this register is mandatory. It serves as the basis for paying dividends, organizing the General Meeting, determining voting rights, and fulfilling other legal obligations.

5. Who manages and updates the shareholder register?

According to Clause 1, Article 122 of the Law on Enterprise 2020, the joint stock company is responsible for preparing and maintaining the register from the time it receives its Enterprise Registration Certificate. Therefore, the company itself has the authority to manage and update this register.

Management and updates may be implemented directly by the company or through an authorized organization (e.g., the Vietnam Securities Depository for public companies). However, the company remains ultimately responsible for the accuracy and completeness of the register’s information.

6. Can the register be prepared in electronic form?

Under current regulations, the register can be in paper or electronic form. Specifically, Clause 1, Article 122 of the 2020 Law on Enterprises states:

- A joint stock company must prepare and maintain the shareholder register from the time it receives the Enterprise Registration Certificate. The register may be in paper form or electronic data.

Thus, a joint stock company may choose the suitable form, provided it ensures full, secure storage with easy retrieval and timely updates. Using electronic data also helps streamline management, reduce errors, and easily integrate with modern internal management systems.

IV. Legal consulting services on shareholder register of a joint stock company

NP Law’s services assist businesses in understanding legal provisions on preparing and managing the shareholder register of a joint stock company. We advise on the required contents, form (paper or electronic), management responsibilities, and how to handle errors. NP Law accompanies enterprises in completing procedures and ensuring compliance with legal regulations.