A companion article in this series answers “who can buy”; this one handles the thornier question: once the minority has found a third-party buyer, which lawful tools does the majority have to obstruct — and where is the line past which obstruction becomes unlawful? In real negotiations majorities rarely say “I forbid the sale”; they use softer tools: refusing to confirm documents, slow-signing minutes, creative readings of charter conditions. Mapping the blocking rights accurately lets the minority tell which barriers must be respected and which are only smoke.
The three layers of lawful blocking rights held by the majority
Layer one is the statutory pre-emptive right: in an LLC, Article 52 of Enterprise Law No. 59/2020/QH14 obliges the seller to offer the stake to the remaining members pro rata, on the same terms, for 30 days, before selling to an outsider. This is not an open-ended “block” but a time-limited substitution right to buy: after 30 days without a purchase, it lapses. Layer two is charter restriction: the charter may set tighter transfer conditions than the statute at some points, such as longer prior notice or conditions on the transferee’s capacity in a conditional sector, provided it does not contradict mandatory law — in particular, the free transferability of ordinary shares under Article 127 makes charter clauses “no sale without the majority’s indefinite consent” highly vulnerable in a joint stock company.
Layer three is the shareholders agreement: pre-emptive rights, a right of first refusal, lock-up periods, and consent requirements for transfers to direct competitors. These tools bind contractually: breach can lead to damages and, in some structures, the breaching transfer is treated as ineffective between the parties themselves; but a good-faith outside buyer and the registration authority look mainly at the statute and the charter, so restrictions living only in a side agreement always have weaker external effect than charter restrictions.
Special cases: founding shareholders and conditional sectors
Two situations make blocking rights significantly stronger. First: the seller is a founding shareholder of a joint stock company within the first three years from the enterprise registration certificate — under the 2020 Enterprise Law, a founder’s ordinary shares in that period may be transferred only to other founding shareholders, and a transfer to an outsider requires General Meeting approval. This is a genuine statutory block held by the shareholder collective, in which the majority usually controls the votes. Second: the buyer is a new foreign investor entering a venture operating in a market-access-conditional sector for foreign investors, or a project tied to land in a sensitive area — the capital acquisition then requires approval procedures under Investment Law No. 143/2025/QH15, the law replacing Investment Law No. 61/2020 from 1 March 2026, and the majority can slow the process by withholding company documents, even though it holds no formal veto over the procedure.
Must the buyer accept the old charter?
Yes, in principle. The buyer of a capital portion or shares steps into the seller’s position inside the existing governance structure: the charter in force applies to it in full, including subsequent transfer restrictions, the Members’ Council or board machinery, and voting thresholds. The old shareholders agreement binds the buyer only if the buyer signs a deed of adherence, or if adherence is itself a condition of transfer under that agreement. This is why careful buyers always review the charter and the shareholders agreement before fixing the price, and why a minority selling under a minority-friendly charter gets a better price: the buyer is also buying the package of rights that charter carries. Conversely, hoping to “buy first and fix the charter later” is fragile hope, because amending the charter requires the very voting threshold the majority controls.
Before selling to a third party: map the blocking rights
- Identify which restriction layer applies to your stake: statutory (Articles 52/127, founding shareholder status), charter, or agreement only.
- Run the internal pre-emption in exact terms and timing; keep evidence so the blocking right lapses beyond dispute.
- If the buyer is a new foreign investor: check the sector’s market access conditions and the capital acquisition approval under Investment Law 143/2025.
- Prepare a complete member/shareholder change registration file so the company has no excuse to slow-sign or slow-file.
- In the sale contract: handle company or majority obstruction of registration (conditions precedent, termination right, damages).
Frequently Asked Questions
Does selling to an outsider need the majority’s consent?
No general “consent” is required, but the sale must pass the statutory gates: for an LLC, the 30-day internal offer under Article 52 of the Enterprise Law; for a founding shareholder of a joint stock company in the first three years, a transfer to an outsider needs General Meeting approval. Beyond those gates and valid charter restrictions, the majority has no veto over the sale.
The charter restricts transfers. How do I deal with it?
First classify the restriction by reading the charter closely: procedural restrictions (notice, waiting periods) are usually valid and simply need compliance; substantive restrictions (an indefinite ban on transfers to outsiders in a joint stock company) risk colliding with the free transfer principle in Article 127 and can be challenged. The safe course is to comply with the charter sequence while recording in writing any position that a restriction is void. Ignoring the charter and arguing later usually stalls the deal at member change registration.
Must the buyer accept the existing charter?
Yes. The buyer takes the stake inside the charter currently in force, including all transfer restrictions and the existing governance machinery. A shareholders agreement binds the buyer only if the buyer signs an adherence deed, or if adherence is a condition of the transfer under that agreement. Buyers therefore diligence the charter as part of what they are purchasing: the more minority-protective the charter, the more the stake is worth.
The majority refuses to sign the member change registration file. What then?
This is the most common form of obstruction because it happens off paper. The seller and buyer should assemble a complete file in the prescribed form, deliver it to the company by a provable method with a deadline; after the deadline, the buyer has grounds to complain to the business registration authority and to sue to compel the company to register the change where the transaction was validly completed. Slow registration does not void the deal between the parties, but it prevents the buyer from fully exercising membership rights — a risk best handled by holding back part of the price until registration completes.
This article has been quality-reviewed by the FLAW AI Legal Council