A joint stock company is a company that has many advantages compared to other types of businesses. Therefore, the number of joint stock companies accounts for the majority compared to other types of companies. One of the issues that many people are interested in in a joint stock company is the types of shares. To help readers to better understand joint stock companies, types of shares in joint stock companies, we would like to share the following:
What is joint stock company?
Article 110 of the 2014 Enterprise Law states that a joint stock company is an enterprise, of which:
Charter capital is divided into equal parts called shares; Shareholders can be organizations and individuals; minimum number of shareholders is 03 and unlimited maximum number; Shareholders are only responsible for the debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise. The charter capital of a joint stock company is determined on the total number of shares x (multiplied) by the par value of the shares.
Shareholders have the right to freely transfer their shares to other people, except for the cases prescribed in Clause 3 Article 119 and Clause 1 Article 126 of the Law on Enterprises 2014.
Joint-stock companies have legal status from the date of being granted the Business Registration Certificate. Joint stock companies have the right to issue various types of shares to raise capital.
Transferring shares and repurchasing shares are essentially buy-and-sell relationships, changing the owner of shares sold or transferred in the company.
The transferred capital is usually understood as the capital that the branch transfers from the head office or other branches in the same system when the mobilized capital is not enough to meet the business needs of the bank.
The 2014 Enterprise Law does not have any direct regulations on shares but only stipulates “Charter capital is divided into equal parts called shares”. Holders of shares are called company shareholders.
According to Clause 2, Article 4 of the 2014 Law on Enterprises, shareholders are individuals and organizations that own at least one share of a joint-stock company, and founding shareholders are shareholders who own at least one common share and Signed in the list of founding shareholders of joint stock companies.
Types of shares in accordance with current corporate law
Article 113 of the 2014 Enterprise Law provides for the following types of capital in enterprises:
“Article 113. Types of shares
A joint stock company must have ordinary shares. Ordinary shareholders are common shareholders.
In addition to ordinary shares, joint stock companies may have preferred shares. Owners of preferred shares are called preferred shareholders. Preference shares include the following types:
A joint stock company must have ordinary shares. The owner of ordinary shares is called a common shareholder, so what is a common shareholder? Ordinary shareholders are ordinary shareholders (Clause 1, Article 113 of the Law on Enterprises 2014) and have the following rights and obligations:
Ordinary shareholders have the following rights:
– Attend and speak at the General Meeting of Shareholders and exercise the right to vote directly or through an authorized representative or in other forms prescribed by law or the company’s charter. Each ordinary share has one vote;
– Receive dividends under decisions of the General Meeting of Shareholders;
– Freely transfer their shares to other people, except for the case in Clause 3 Article 119 of the 2014 Law on Enterprises and Clause 1 Article 126 of the 2014 Law on Enterprises;
– Review, look up and make an extract of information in the List of shareholders with voting rights and request amendment of incorrect information;
– Review, look up, extract or copy the Charter of the company, the minutes of the General Meeting of Shareholders and the resolutions of the General Meeting of Shareholders;
– When the company dissolves or goes bankrupt, is entitled to receive a part of the remaining assets corresponding to the share ownership ratio in the company;
– Prioritizing the purchase of newly offered shares in proportion to the common shares of each shareholder in the company;
Ordinary shareholders have the following obligations:
– Pay fully and on time the number of shares committed to buy.
– Comply with the company’s charter and internal management regulations.
– Comply with resolutions of the General Meeting of Shareholders and the Board of Directors.
– Perform other obligations of shareholders in accordance with this Law and the company’s charter.
– Do not withdraw contributed capital from the company in any form, except for cases where the company or another person repurchases shares.
About preferred shares
In addition to ordinary shares, a shareholding enterprise may have preferred shares. Owners of preferred shares are called preferred shareholders.
Clause 2, Article 114 of the 2014 Law on Enterprises stipulates preference shares, including: Voting preference shares, dividend preference shares, redeemable preference shares and other preference shares prescribed by the company’s charter .
Voting preference shares
Article 116 of the 2014 Enterprise Law stipulates that Voting Preference Shares are those with more votes than ordinary shares. The number of votes of 01 (one) preferred voting share is prescribed by the company’s charter. Shareholders owning preferred voting shares will be granted voting preference shares by the Company according to their ownership percentage at the company.
The following subjects may own preferred voting stocks:
– Founding shareholders in the first 3 years of any joint stock company.
– Organizations authorized by the Government to represent the State capital in joint-stock companies with State capital;
Voting preference shareholders have the rights to:
– Receive dividends, voting rights, …… except the right to transfer preferred voting shares to other people. Voting preference shareholders may not transfer such shares to others.
– Voting on issues under the authority of the General Meeting of Shareholders with the number of votes;
About dividend preference shares
Article 117 of the 2014 Enterprise Law stipulates that dividend preference shares are dividends paid at a higher rate than the dividends of ordinary shares or the annual stable level. Dividends distributed annually include fixed dividends and bonus dividends. Fixed dividends do not depend on the business results of the company. Dividend rate and method of determining bonus dividends are inscribed in the stocks of dividend preference shares.
In many cases, although the company does not make a profit, shareholders who own preferred shares still receive dividends. This is one of the advantages for shareholders with preferred shares.
Shareholders who own dividend preference shares have the following rights:
– Receive dividends in accordance with Clause 1, Article 117 of the Law on Enterprises 2014 and the provisions of the Company’s Charter;
– Other rights like ordinary shareholders. However, shareholders with preferred dividend shares do not have voting rights, attend the General Meeting of Shareholders, nominate candidates to the Board of Directors and the Supervisory Board.
– Receive the remaining assets corresponding to the percentage of ownership of shares in the company, after the company has paid all debts, preferred shares refunded when the company is dissolved or goes bankrupt;
About the preferred share refund
Article 118 of the 2014 Enterprise Law stipulates that redeemable preference shares are shares that the company refunds the contributed capital at the request of the owner (company shareholder) or according to the conditions stated in the stock’s shares. partial refund. Redeemable preference shareholders have other rights like ordinary shareholders. However, shareholders with redeemable preference shares have no voting rights, attend the General Meeting of Shareholders, nominate candidates for the Board of Directors and the Control Board.
About other types of preference shares
According to point d Clause 2 of the 2014 Enterprise Law, joint stock companies are provided for other types of preference shares in the company’s charter. However, the provisions of other types of preference shares in the company’s charter must not be contrary to the provisions of law. In fact, some joint stock companies specify the preference shares according to a combination of dividend preference shares and redeemable preference shares or preferred shares with preferred payment characteristics when the company bankruptcy or dissolution, ………