VI In case an enterprise has a plan to pay dividends in shares to increase its charter capital, what regulations and procedures does the enterprise need to pay attention to? Let’s find out more with Pham Consult!
What are the regulations of the Law on Enterprises when a company pays dividends in shares?
According to Clause 6, Article 135 of the Law on Enterprises 2020, it stipulates as follows:
Paying dividends
- Dividends must be paid in full within 06 months from the date of closing the Annual General Meeting of Shareholders. The Board of Directors shall prepare a list of shareholders entitled to receive dividends, determine the dividend amount for each share, the payment period and the form of payment no later than 30 days before each dividend payment. The notice of dividend payment shall be sent by a method to ensure that it reaches the shareholders at the registered address in the shareholder register no later than 15 days before the dividend payment. The notice must include the following contents:
- a) Company name and head office address of the company;
- b) Full name, contact address, nationality, legal document number of the individual for individual shareholders;
- c) Name, enterprise code or legal document number of the organization, head office address for institutional shareholders;
- d) Number of shares of each type of shareholder; dividend amount for each share and total dividends that the shareholder shall receive;
- dd) Time and method of dividend payment;
- e) Full name and signature of the Chairman of the Board of Directors and the legal representative of the company.
- In case a shareholder transfers his/her shares between the time of completion of the shareholder list and the time of dividend payment, the transferor shall be the person receiving the dividend from the company.
- In case of payment of dividends by shares, the company does not have to carry out procedures for offering shares for sale as prescribed in Articles 123, 124 and 125 of this Law. The company must register to increase the charter capital corresponding to the total par value of the shares used to pay dividends within 10 days from the date of completion of dividend payment.
Accordingly, in case a company pays dividends by shares, the company does not have to carry out procedures for offering shares for sale but must register to increase the charter capital corresponding to the total par value of the shares used to pay dividends within 10 days from the date of completion of dividend payment.
Procedures for registering changes to the charter capital of a joint stock company according to current regulations?
According to Clause 1, Clause 5, Article 44 of Decree 168/2025/ND-CP, regulations on business registration are as follows:
– In case a joint stock company registers to change its charter capital, the company shall send a dossier of registration to change the contents of the business registration to the provincial-level Business Registration Office where the company has its head office. The dossier includes the following documents:
+ Application for registration of changes to business registration contents
+ Copy or original of the resolution or decision of the General Meeting of Shareholders for joint stock companies on changing charter capital
+ Original or copy of documents proving that the capital contribution and share purchase have been paid in accordance with the registered charter capital increase in case the company registers to increase charter capital
+ Copy of the document of the Investment Registration Authority approving the capital contribution, share purchase, and purchase of capital contributions by foreign investors and foreign-invested economic organizations in cases where the procedures for registration of capital contribution, share purchase, and purchase of capital contributions must be carried out in accordance with the provisions of the Investment Law.
– After receiving the business registration dossier, the provincial-level Business Registration Authority shall issue a receipt of the dossier and schedule the return of results to the dossier submitter. Within 03 working days from the date of receiving the enterprise registration dossier, the provincial business registration authority shall review the validity of the dossier and issue a Certificate of Business Registration to the enterprise according to regulations; in case the dossier is invalid, the provincial business registration authority shall notify in writing the contents that need to be amended or supplemented to the enterprise.
When must an enterprise supplement information on the beneficial owner of the enterprise?
According to Clause 1, Article 3 of the 2025 amended Enterprise Law, it stipulates
Transitional provisions
- For enterprises registered before the effective date of this Law, the supplementation of information on the beneficial owner of the enterprise (if any), information to identify the beneficial owner of the enterprise (if any) shall be carried out at the same time as the enterprise carries out the procedure for registering changes to the enterprise registration contents, notifying the latest change to the enterprise registration contents, except in cases where the enterprise requests to supplement information earlier.
- For private corporate bond offerings that have submitted pre-offering information disclosure to the Stock Exchange before the effective date of this Law, the provisions of Enterprise Law No. 59/2020/QH14, which has been amended and supplemented by a number of articles under Law No. 03/2022/QH15, shall continue to be implemented.”
Thus, if an enterprise is registered before the effective date of the amended Enterprise Law 2025, that is, before July 1, 2025, the addition of information on the beneficial owner of the enterprise shall be carried out simultaneously at the time the enterprise carries out the procedure for registering changes to the enterprise registration contents and notifying the latest change to the enterprise registration contents, except in cases where the enterprise requests to add information earlier.
