The Enterprise Law 2020 has created an equal business environment among entities, recognizing the right to do business. Joint stock company is a popular type of business and is chosen by many people when it is established because of many advantages, including the advantage of easily raising capital. What is the procedure for capital contribution to JSC in Vietnam? Please refer to the following article of Lawyer X.
Legal grounds:
Enterprise Law 2020
Decree 01/2020/ND-CP.
The procedure for capital contribution to a joint stock company is quite simple compared to other types of enterprises. Forms of capital contribution include:
Contributing more assets to the company to become a shareholder of the company
According to the provisions of Clause 18, Article 4 of the Enterprise Law 2020, “Capital contribution is the contribution of assets to form the charter capital of the company, including capital contribution to establish the company or additional contribution to the charter capital of the company was established.”
Regulations on assets contributed as capital in Article 34 of the Law on Enterprises 2020 stipulate that.
Article 34. Assets contributed as capital
- Assets contributed as capital are Vietnam Dong, freely convertible foreign currency, gold, land use rights, intellectual property rights, technology, technical know-how and other assets valuable in Vietnamese Dong. Male.
Refer to the article: Procedures for setting up a joint stock company
For capital contribution to an established business, you will refer to options such as buying shares, receiving transfers, etc.
Receive transfer of shares from shareholders of the company
The transfer of shares is the right of shareholders. Shareholders give the right to freely transfer their shares to others. However, in the first 3 years since its establishment, the transfer of shares will be somewhat limited. Accordingly, shareholders will be free to transfer to other shareholders of the company. The remaining shareholders will be transferred to another person with the consent of other shareholders in writing. Specifically in Article 115, Enterprise Law 2020:
Article 115. Rights of common shareholders
- Common shareholders have the following rights:
etc.
d) Freely transfer their shares to others, except for the cases specified in Clause 3, Article 120, Clause 1, Article 127 of this Law and other relevant laws;
Pursuant to Article 120, Enterprise Law 2020
Article 120: Common shares of founding shareholders.
etc.
- Within 03 years from the date the company is granted the Certificate of Enterprise Registration, the common shares of founding shareholders are freely transferable to other founding shareholders and can only be transferred to non-founders. must be a founding shareholder if approved by the General Meeting of Shareholders. In this case, the founding shareholders who intend to transfer ordinary shares do not have the right to vote on the transfer of such shares.
Profile includes:
Notice of change of business registration contents. The content of the notice includes:
Name, enterprise identification number, tax identification number or business registration certificate number (if the enterprise does not have an enterprise identification number or tax identification number);
Full name, address, nationality, number of people’s identity card, passport or other lawful personal identification or number of establishment decision, business identification number of each member, for limited liability companies members or more;
Rate of capital contribution of each member, for limited liability companies with two or more members;
Registered charter capital and changed charter capital; time and form of capital increase or decrease;
Full name, nationality, ID card number or Passport or other lawful personal identification, permanent address and signature of the legal representative of the company or an authorized general partner for with a partnership company. Decision and valid copy of meeting minutes of the Members’ Council, for limited liability companies with two or more members, of the General Meeting of Shareholders, for joint-stock companies; The decision of the company owner for a single-member limited liability company on the change of the company’s charter capital; a document of the Department of Planning and Investment approving the capital contribution, share purchase, and capital contribution portion of the foreign investor in the case specified in the Law on Investment;
Power of attorney (in case the legal representative of the enterprise does not directly submit the application); + Minutes of the meeting of the Board of Directors;
Board decision.
About the notification procedure
According to Article 32 of the Law on Enterprises:
- In case of changes to enterprise registration contents, the corresponding changes must be publicly announced on the National Business Registration Portal.
- The time limit for publicly announcing information about an enterprise specified in Clauses 1 and 2 of this Article is 30 days from the date of disclosure.
Violating the notice period, enterprises will be fined for administrative violations in the field of planning and investment according to Article 26, Decree 50/2016/ND-CP. Accordingly, if the enterprise does not disclose business registration information on time, it will be fined from 1,000,000 VND to 2,000,000 VND and must overcome the consequences: forced to publish the business registration information on the Portal. national information on business registration.
Article 26: Violations against regulations on disclosure of business registration information.
- A fine ranging from VND 1,000,000 to VND 2,000,000 shall be imposed for failing to publish or publishing on time the prescribed contents of business registration on the National Enterprise Registration Portal.
- Remedial measures: Forcing to publish business registration information on the National Business Registration Portal, for violations specified in Clause 1 of this Article.
Buy shares offered for sale
Offering shares to raise capital is a fairly widespread form of mobilization. Specifically specified in Article 131 of the Enterprise Law 2020:
Article 131. Purchase of shares and bonds
Shares and bonds of joint stock companies can be purchased in Vietnam Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, other assets stipulated in the company’s charter and must be paid in full once.
Cases not entitled to contribute capital, buy contributed capital, buy shares in the company
- State agencies and units of the people’s armed forces use state assets to establish profit-making enterprises for their own agencies or units.
The private profits for their agencies and units as specified in Clause 4, Article 17 of the Enterprise Law 2020 are the use of income in any form from business activities for one of the following purposes:
Divide in any form to some or all of the persons specified at Points b and c, Clause 2 of this Article;
Supplementing to the operating budget of agencies or units contrary to the provisions of law on state budget;
Set up a fund or supplement it to a fund to serve the interests of the agency or unit.
- Persons holding positions of authority in state agencies.
According to the provisions of Clause 2, Article 20 of the 2018 Law on Anti-corruption, people with positions and powers in agencies, organizations and units are not allowed to:
Establish and participate in the management and administration of private enterprises, limited liability companies, joint-stock companies, partnerships, and cooperatives, unless otherwise provided for by law;
To establish and hold managerial and managerial positions in private enterprises, limited liability companies, joint-stock companies, partnerships and cooperatives in the fields in which they were previously responsible. within a certain period of time as prescribed in Decree 59/2019/ND-CP.
- Minors; persons with limited civil act capacity; persons who have lost their civil act capacity; people with difficulties in cognition and behavior control; the organization has no legal personality.
For individuals, their subjectivity is only complete, complete, and independent when they have the full legal capacity and civil act capacity.
For an organization, an organization has legal status when it fully meets the conditions prescribed by the 2015 Civil Code. It is reasonable to stipulate that organizations without legal status are not entitled to establish businesses.
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Frequently asked questions
Regarding the handling competence, according to the provisions of Clause 2, Article 66 of Decree No. 31/2021/ND-CP and Decision No. 701/QD-BKHDT of the Ministry of Planning and Investment, the agency that directly receives the application The preliminary and decision-making authority is the Department of Planning and Investment where the head office of the capital-receiving economic organization is located.
The capital contribution with land use rights shall terminate in the following cases:
The time limit for capital contribution with land use rights has expired;
– One party or parties propose as agreed in the capital contribution contract;
– Having land recovered according to the provisions of the Land Law 2013;
The party contributing capital with land use rights in the business cooperation contract or the joint-venture enterprise is declared bankrupt or dissolved;
The individual participating in the capital contribution contract dies; declared dead; loss or limitation of civil act capacity; prohibited from operating in the field of business cooperation in which the capital contribution contract must be performed by that individual;
The legal entity participating in the capital contribution contract has its operation terminated and the capital contribution contract must be performed by such legal entity.
Conclusion: So the above is Procedures for capital contribution to JSC in Vietnam. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
