Shares and capital contributions do not sit still like money in an account: they carry membership status, voting rights and even the company’s sector limits. Inheriting shares and capital contributions in Vietnam therefore always involves two overlapping problems — inheritance under the Civil Code and membership status under the Enterprise Law — and this article solves them one by one instead of merging them into a generic procedure.
Legal basis for inheriting shares and capital contributions
At the inheritance layer, the 2015 Civil Code establishes shares and capital contributions as estate like any other asset, bequeathed by will under Articles 624 to 648 or divided by the lines of heirs under Article 651, while Article 644 protects a compulsory portion of two-thirds of a share for heirs independent of the will’s content. This layer decides who has the right to receive the capital, but not yet whether that person becomes a company member.
At the enterprise layer, Article 54 of the 2020 Enterprise Law (59/2020/QH14) handles capital contributions when an individual member of a limited liability company dies: the heir under a will or by law becomes a member, unless the company charter provides otherwise for the company or remaining members to buy back that contribution. For a joint stock company, ordinary shares are freely inheritable, and ownership transfer completes when the shareholder information is recorded in the register of shareholders.
For a foreign heir, a third layer appears: the inherited capital still belongs to them under civil law, but holding membership in a business operating in a sector with foreign-ownership caps must comply with that sector’s limit. When the limit would be exceeded, the statutory option is for the heir to transfer the excess to an eligible party and receive its value, rather than losing the inheritance right altogether.
Applying the rules to each question about inheriting shares and capital contributions
Can company shares in Vietnam be inherited? Inheriting shares in a Vietnamese company is a right fully recognised by law, and in a joint stock company it does not depend on the remaining shareholders’ consent. What the family must do is establish heir status with a notarised estate document, then request the company to record the new shareholder in the register of shareholders and reissue the share ownership certificate.
Can the charter restrict transfers? A company charter can restrict transfers in a limited liability company and over capital contributions when a member dies, but that restrictive power has limits: the charter only governs how the contribution stays within the company or is bought back; it cannot erase an heir’s right to the value of the contribution. For shares, the charter may restrict transfer only of voting preference shares and in cases the law permits, and cannot impose arbitrary restrictions on inherited ordinary shares.
Can a foreign heir join the board? Whether a foreign heir can join the board of directors depends on shareholder status and the charter, not on nationality under any general ban: a foreign shareholder may stand for election or nominate a person to the board according to their ownership ratio, but conditional sectors and sector-specific rules on enterprise managers must still be reviewed separately. In practice, many families choose for the heir to hold the shares and nominate a representative into management rather than sitting on the board personally.
Safe steps for inheriting shares and capital contributions
- Establish the declaration or division of estate document expressly recording the inherited shares and capital contributions.
- Obtain the company’s current charter and review clauses on capital inheritance, buy-back and transfer restrictions.
- Send a request to record the new member or shareholder, with the estate document, to the company’s legal representative.
- Receive the new capital contribution or share certificate and verify the information on the national enterprise registration portal.
Common risks in inheriting shares and capital contributions
The biggest risk in inheriting shares lies in the gap between the two procedural layers: the family completes the inheritance file but does not press the company to update the shareholder register, so dividends keep being paid to the deceased and the capital’s voting rights sit idle through many meetings. Conversely, some families hastily sell freshly inherited capital at the company’s internal price without an independent valuation, cutting away value that Article 644 of the Civil Code and a fair buy-back mechanism were meant to protect for them.
Inheriting shares and capital contributions in Vietnam is truly complete only when both books change name: the estate file at the notary establishes the right to receive, and the member or shareholder register at the company establishes the right of ownership. A family that completes both steps keeps the deceased’s capital generating rights for the heir instead of lying dead in old paperwork.
Frequently asked questions about inheriting shares and capital contributions
Can company shares in Vietnam be inherited?
On completing a share inheritance, the family should ask the company to update simultaneously the register of shareholders, the enterprise registration certificate if membership changes, and the founding shareholder list, because mismatches among these three places are a common reason an heir’s dividends get stuck. Inheriting shares in a Vietnamese company is a right fully recognised by law, and in a joint stock company it does not depend on the remaining shareholders’ consent. What the family must do is establish heir status with a notarised estate document, then request the company to record the new shareholder in the register of shareholders and reissue the share ownership certificate.
Can the charter restrict transfers?
A charter restricting transfers only binds an heir inheriting shares if that charter was adopted and duly in place before the opening of the inheritance, so the family should obtain the company’s current stamped charter at the very first meeting. A company charter can restrict transfers in a limited liability company and over capital contributions when a member dies, but that restrictive power has limits: the charter only governs how the contribution stays within the company or is bought back; it cannot erase an heir’s right to the value of the contribution. For shares, the charter may restrict transfer only of voting preference shares and in cases the law permits, and cannot impose arbitrary restrictions on inherited ordinary shares.
Can a foreign heir join the board?
A foreign heir joining the board must also consider residence and work permit conditions if they will manage directly in Vietnam, and under the current watchlist every basis on foreign labour must be checked against Decree 219/2025/ND-CP in place of the expired Decree 152/2020/ND-CP. Whether a foreign heir can join the board of directors depends on shareholder status and the charter, not on nationality under any general ban: a foreign shareholder may stand for election or nominate a person to the board according to their ownership ratio, but conditional sectors and sector-specific rules on enterprise managers must still be reviewed separately. In practice, many families choose for the heir to hold the shares and nominate a representative into management rather than sitting on the board personally.
