Yes — the heir to a deceased shareholder’s shares automatically becomes a shareholder of the joint stock company, whether by will or by law. This is expressly stated in Article 127(3) of the 2020 Enterprise Law: no shareholders’ meeting approval and no charter “consent” are required.
1. Legal basis: Article 127 of the 2020 Enterprise Law
- Clause 3: “Where a shareholder who is an individual dies, the heir by will or by law of that shareholder becomes a shareholder of the company“;
- Clause 4: if the deceased shareholder has no heir, the heir disclaims or is deprived of the inheritance → the shares are settled under civil law;
- Clause 6: the share recipient only becomes a shareholder from the time their information is fully recorded in the shareholder register;
- Clause 7: the company must register the shareholder change in the register within 24 hours of receiving the request.
2. Three practical steps
- Step 1 — Notarise the estate division document: dossier includes the will (if any), death certificate, ID documents, share ownership certificate/shareholder register; done under Article 59 of the 2024 Notarisation Law (15-day posting);
- Step 2 — Notify the company: the heir notifies the company of the share inheritance and requests the update;
- Step 3 — Update the shareholder register: the company records the heir’s information within 24 hours — from this point the heir formally holds full shareholder rights (voting, dividends, transfers…).
3. Special case: founding shareholders
Article 120(3) restricts founding shareholders from transferring ordinary shares during the first 03 years — but this restriction applies to transfers, not inheritance. A founding shareholder’s heir still automatically becomes a shareholder, even within the 3-year period.
4. Can the company charter block inheritance?
In principle, no. Share inheritance is a statutory right (Article 127(3)); the charter cannot take it away. The charter may, however, set internal procedures for updating the shareholder register — heirs should read it carefully and comply.
5. Frequently asked questions
Q: The company refuses to record my name in the shareholder register — what now?
A: Send a formal written request with the notarised estate division document. The company must act within 24 hours (Article 127(7)). If it still refuses, you may sue for recognition of shareholder status.
Q: Is PIT due on inherited shares?
A: Yes — income from inheriting shares/securities is subject to 10% PIT on the excess over VND 20 million (2025 PIT Law), unless exempt under Article 4.
Q: Several people inherit one lot of shares — then what?
A: The co-heirs agree the division in the estate division document — one person may take all the shares and compensate the others, or they may co-own.
Need advice on inheritance, wills or estate division? Contact us for assistance.
This article was prepared by the FLAW AI Legal Council. The content is pending QA Council review before submission for approval; the information is for reference only and does not replace legal advice for your specific case.