Legal assessment of shareholder structure and capital contribution to establish a company is an important content in legal assessment of enterprises.

This helps ensure the legality, transparency and efficiency in the company’s operations. Below is a detailed analysis of the legal aspects related to shareholder structure and capital contribution to establish a company in Vietnam.

1. Shareholder structure

Shareholder structure is an important factor in determining the power and responsibility of shareholders in a company. Legal assessment of shareholder structure includes the following contents:

Determining the list of shareholders

The list of shareholders must be clearly and accurately identified, including information on the name, address, number of shares and ownership ratio of each shareholder. This helps ensure transparency and fairness in the management and operation of the company.

Rights and obligations of shareholders

The rights and obligations of shareholders must be clearly stated in the company charter and related legal documents. The basic rights of shareholders include the right to vote, the right to receive dividends, the right to transfer shares and the right to participate in important decisions of the company. The obligations of shareholders include contributing capital fully and on time, complying with the company’s regulations and the law.

Regulations on share transfer

The transfer of shares must comply with the provisions of the law and the company charter. These regulations include the preemptive right to buy back shares of current shareholders, the conditions and procedures for transferring shares. This helps ensure stability and control in the company.

2. Contributing capital to establish a company

Contributing capital to establish a company is an important step in the process of establishing a business. Legal assessment of capital contribution includes the following contents:

Form of capital contribution

According to Vietnamese law, forms of capital contribution include cash, assets, intellectual property rights, land use rights and other property rights. Capital contribution must be carried out in accordance with legal regulations and fully recorded in the business registration dossier.

Capital contribution period

The capital contribution period must be clearly stated in the company charter and comply with legal regulations. According to the Enterprise Law, shareholders must fully contribute the committed capital within 90 days from the date of issuance of the Enterprise Registration Certificate. Failure to fully contribute capital within the prescribed period may result in administrative sanctions or a request to reduce the charter capital.

Confirmation of capital contribution

Capital contribution must be confirmed by valid documents, including capital contribution minutes, asset ownership certificates (if capital contribution is in the form of assets), and other relevant documents. This helps ensure transparency and legality in capital contribution.

Registering charter capital

The company’s charter capital must be fully and accurately registered in the business registration dossier. Registering charter capital helps determine the size and financial capacity of the company, and is also the basis for determining the legal responsibilities of shareholders.

3. Related legal issues

Checking the legality of capital sources

The capital contribution needs to be checked to ensure its legality and transparency. This includes checking the origin of cash, assets and other property rights used to contribute capital. This helps prevent the use of illegal or unclear sources of capital.

Complying with anti-money laundering regulations

Capital contributions need to comply with anti-money laundering regulations, including reporting suspicious transactions and complying with customer verification regulations. This helps ensure transparency and legality in the company’s operations.

Checking the legality of contributed assets

Contributed assets need to be checked to ensure their legality and actual value. This includes checking the ownership, usage rights and other property rights related to the contributed assets. This helps ensure that the contributed assets have real value and are not subject to legal disputes.