SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

SHARE TRANSFER AGREEMENT

No.: ……/HĐCN/…-…

– Pursuant to the Enterprise Law 2020, amended and supplemented in 2025;

– Pursuant to the Articles of Association of … Joint Stock Company;

– Based on the actual needs and capabilities of the parties.

Today, on … month … year 2025 at the headquarters of … Joint Stock Company, address: …. We are:: 

Hereinafter referred to as Party A.

And 

Hereinafter referred to as Party B.

Agree to sign the Transfer Agreement with the following terms:

ARTICLE 1. CONTENT OF THE AGREEMENT

Pursuant to the terms and conditions set forth in this Agreement, Party A agrees to transfer and Party B agrees to receive the transfer of shares legally owned by Party A in the Joint Stock Company ... (hereinafter referred to as the “Company”), specifically:

– Number: … common shares (… common stock). Holding …% of the Company's charter capital.

– Type of shares: Common shares.

ARTICLE 2. SHARE PURCHASE PRICE

2.1. Transfer price: … VND (… Vietnamese dong).

Face value: … dong per common share.

2.2. Payment method:

The transfer price shall be paid in full by Party B to Party A in Vietnamese Dong, with the following payment schedule::

1. Phase 01: Within ... business days from the date of signing this contract, Party B shall pay Party A ...% Transfer price (corresponding to … VND, in words: … Vietnamese dong);
2. Phase 02: Within 150 days from the date of signing this contract, the Buyer shall pay the Seller …% Transfer Price (corresponding to … VND, in words: … Vietnamese dong).

2.3.  All payments of the Transfer Price specified in Clause 2.2 of Article 2 of this Contract shall be transferred by Party B to Party A's account with the following account information::

Account name: …

Account number: …

Open at: …

Transfer details: …

ARTICLE 3. TAX REGULATIONS

The Parties shall be responsible for declaring and paying taxes to the state authorities in accordance with the law if any arise under this Contract.

ARTICLE 4. TRANSFER DATE

The time of transfer of ownership of the Shares specified in Article 1 of this Agreement (completion of transfer) shall be the time when Party B pays the full Transfer Price specified in Article 2 of this Agreement to Party A and the Company records Party B's information in the Company's Shareholder Register and the Company issues the corresponding Share Certificates to Party B.

From the time of transfer of ownership, Party B shall succeed to all rights and obligations of Party A as a shareholder of the Joint Stock Company ....

ARTICLE 5. COMMITMENTS OF PARTY A

5.1. During the period from the date of signing to the date of completion of the transfer, Party A undertakes to Party B not to transfer the Shares to a third party, unless otherwise agreed.

5.2. Provide documents proving ownership of shares in the Company to Party B.

5.3. Transfer of Shares, including the rights and obligations of the Company's Shareholders to Party B upon completion of the transfer. 

5.4. Notice and request that the Company record the information in the shareholder register and issue a share ownership certificate to Party B.

ARTICLE 6. COMMITMENTS OF PARTY B

6.1. Pay the entire Transfer Price to Party A according to the transfer information and payment schedule specified in Article 2 of this Contract.

6.2. Provide the relevant documents and information so that Party A and the Company can record the information in the shareholder register and issue the share ownership certificate to Party B.

6.3. Maintain ownership of the Shares received under this Agreement for a minimum of one (1) year from the date of transfer of ownership, unless otherwise agreed with the Company.

ARTICLE 7. DECLARATIONS AND WARRANTIES OF THE SELLER

The seller clearly states and commits that the following issues are true as of the date of signing:

– The establishment and execution of this Agreement, along with other agreements to which Party A is a party, as well as the completion of the transactions contemplated in this Agreement, shall not result in any breach.

– Party A has obtained all necessary approvals and has performed all necessary work as required by the Company to execute and complete the transactions arising from this Contract.

– Transferable shares are issued in accordance with the provisions of Vietnamese law governing the issuance of shares.

– By accepting the transfer of Shares at the Transfer Date, Party B shall receive full, unrestricted, and unimpeded ownership rights to the Shares and shall have the right to freely dispose of such shares and be required to contribute capital in full as prescribed.

ARTICLE 8. DECLARATIONS AND WARRANTIES OF THE PURCHASER

Party B clearly declares and commits in the form of an independent guarantee with legal validity as stipulated in this Contract that the following information is accurate at the time of signing the Contract, unless otherwise specified in the Contract:

– The execution of this Agreement and any related agreements to which Party B is a party, as well as the completion of the transaction documented herein, do not violate any applicable laws.

– Party B has obtained all necessary consents and performed all actions in accordance with the corporate action requirements applicable to Party B to execute the transactions. 

ARTICLE 9. SHAREHOLDER RIGHTS

The Parties agree that as of the Transfer Date, Party B shall become a shareholder of the Company, with the rights and obligations as stipulated in the Company's Articles of Association and the laws of Vietnam.

ARTICLE 10. TERMINATION OF THE AGREEMENT

This contract may be terminated in the following cases:

10.1. Complete the transfer and the Parties sign the Contract Termination Memorandum.

10.2. The Parties agree to terminate this Contract, and the rights and obligations of the Parties shall be agreed upon in the Settlement Memorandum, terminating the contract.

10.3. Party A may terminate this Agreement without being deemed in breach of contract by sending written notice to Party B at any time on or before the Transfer Date if and only if: 

If any event occurs, either individually or in conjunction with other events, that has the potential or shows signs of causing serious adverse consequences for the Company or the Company's business operations. The parties shall return to each other what they have received, and the party in breach shall be liable in accordance with Article 11 of this Contract.

10.4. One of the parties is affected by a force majeure event specified in this Contract, and that event cannot be remedied. In this case, if the Parties mutually agree to terminate the Contract prematurely due to force majeure, the Parties must organize a meeting and prepare a Premature Contract Termination Memorandum, specifying the subsequent responsibilities of the Parties after termination of the Contract in the memorandum and must fully perform their respective responsibilities.

If the parties cannot agree on a termination plan, this Contract shall automatically terminate when the force majeure event lasts for more than 02 (two) months from: (i) the date on which the Party affected by the force majeure event notifies the other Party of the force majeure event in accordance with Clause 3 of Article 13 of this Contract, or (ii) the expiration of the Notice period, but the affected Party fails to notify the other Parties of the force majeure event.

10.5. Termination due to a breach of contract by one party and the other party's decision to apply unilateral termination of the contract in accordance with the provisions of Article 11 of this Contract.

The obligations to remedy, pay penalties, compensate for damages, and maintain confidentiality shall remain in effect even if this Agreement is terminated.

ARTICLE 11. LIABILITY FOR BREACH OF CONTRACT

11.1. Immediately after discovering a violation or after the expiry of the remedy period (if a remedy period is agreed upon in this Contract), the aggrieved party shall have the right to simultaneously apply the following sanctions when the other party violates any obligation or commitment in this Contract:

1. Penalty for violations: In the event of any breach of obligations by a Party, the breaching Party shall be solely responsible for restoring the original status upon request of the aggrieved Party. At the same time, the breaching Party shall be liable to pay a penalty of 8% of the value of the breached Contract.
2. Compensation for damages: In the event that one party breaches or fails to fulfill any obligation under the contract, causing damage to the other party, the aggrieved party shall have the right to claim compensation for damages based on the actual occurrence.
3. Unilateral termination of contract: The aggrieved party may impose sanctions.

When unilaterally terminating the contract due to a breach by Party B, if Party A has received a portion of the transfer value, Party A has the right to deduct the penalty for breach and compensation for damages from the amount received. If the amount received is insufficient, Party A has the right to request Party B to pay the remaining penalty and compensation for damages.

11.2. The total value of penalties for violations and compensation for damages as specified in this Article (if any) shall be deducted from the outstanding balance between the Parties (if any) at the time of payment. The deadline for payment is seven (7) business days from the date of receipt of the request from the aggrieved Party.

ARTICLE 12. CONFIDENTIALITY PROVISIONS

12.1. The parties agree to keep confidential all agreements in this Contract or related to this Contract, including but not limited to information during the negotiation, signing, and execution of this Contract (Confidential Information).

12.2. The parties shall not disclose Confidential Information to any third party except: (i) with the written consent of the other Party; or (ii) as required by a competent authority or used to carry out registration/notification procedures with competent state agencies in accordance with Vietnamese law or used for submission to a court/arbitration center in the dispute resolution process; or (iii) this information has been made public in any form. Neither Party shall be deemed to have breached its confidentiality obligations under this clause with respect to information that was publicly available or disclosed prior to the date of execution.

12.3. The confidentiality clause shall take effect upon signing and shall remain in force for a period of 24 (twenty-four) months from the date of termination of this Agreement.

ARTICLE 13. OTHER PROVISIONS

13.1. This contract may not be amended or supplemented in any way unless such amendment or supplement is made in writing, signed by both parties, and incorporated into this contract.

13.2. This contract is governed by Vietnamese law. During the execution of the contract, if any difficulties or disputes arise, both parties shall actively negotiate to resolve them in a spirit of cooperation and mutual respect. 

If, after 15 days from the date of the dispute, the parties are unable to negotiate or the negotiations fail to produce a result, the parties have the right to file a lawsuit with the competent court.

13.3. For the purposes of this contract, “Force Majeure Event” is an event beyond the reasonable control of the party affected by that event and is an event that the party could not reasonably foresee or avoid at the time of signing this contract or that exists after signing this contract, including but not limited to natural disasters, war, riots, epidemics, terrorism, technical system failure or attack, or requests from competent state agencies. In the event of a Force Majeure Event, the affected party shall notify the other party within 07 (seven) days from the date of occurrence of the event. Failure to notify shall still be considered a breach of contract when violating the corresponding obligations.

13.4. Neither party may assign its rights and obligations to any other third party without the written consent of the other party.

13.5. This Contract is executed in two (2) original copies of equal legal validity, each party retaining one (1) copy for implementation.

 Link: Share Transfer Agreement Template