Procedures for setting up a joint-stock company in Vietnam

by Quang Minh

Joint-stock company, a popular type of enterprise that appears in a great number in the market today, comes from the objective needs of the shareholders to establish a company with the capital association. This type of enterprise has the right to participate in raising capital on the stock market and has the right to issue shares. To establish a joint-stock company, founders must do research on the prescribed procedures. So, in this article, LSX legal firm would like to provide: “Procedures for setting up a joint-stock company in Vietnam”

  • Law on Enterprise 2020
  • Decree 01/2021/ND-CP

Characteristics of joint-stock company

Members/Shareholders

According to Article 111 of the Law on Enterprise 2020, a joint-stock company has a minimum of 3 shareholders and no limit on the maximum number.

The nature of company type

Counter-capital means the relationship between the owners of the company base on the percentage of shares holdings of the company. Shareholders who hold a large percentage of shares with voting rights will have a lot of influence in the company and vice versa. In fact, in joint-stock companies with several dozen to several hundred shareholders is relatively common for the shareholders in the company to not know each other.

Capital mobilization

Under the current law on enterprises, the Joint-stock company can perform fully and diversified forms of capital mobilization such as borrowing from banks, issuing shares, bonds, etc.

Capital transfer

According to Article 127 of the Law on Enterprise 2020; Shareholders in a Joint Stock Company will only be limited to transferring shares in the first 3 years since its establishment. After 3 years, if the shareholders no longer want to hold shares of the company; they can freely transfer their shares to anyone without any restrictions from other shareholders.

Company management

In this phase, many shareholders in the Joint-stock company hold shares, so the operation and management also have to perform in a complex way. The important decisions of the Joint Stock Company clearly depend on the General Meeting of Shareholders; Board of Directors, Board of Members…

Shares transfer of a joint-stock company

Article 127 of the Law on Enterprise 2020 stipulates the transfer of shares in a joint-stock company:

Article 127. Transfer of shares

Shares may be transferred freely except in the cases specified in Clause 3 Article 120 of this Law and other cases of restriction specified in the company’s charter. The restrictions on the transfer of shares specified in the company’s charter are only applicable if they are written in the certificates of the shares subject to restriction.
The transfer shall be made into a contract or carried out on the securities market. In case of transfer under a contract, the documents shall bear the signatures of the transferor and the transferee or their authorized representatives. In case shares are transferred on the securities market, the transfer procedures prescribed by securities laws shall apply.
In case of the death of a shareholder that is an individual, his/her heir at law or designated by a will shall become a shareholder of the company.
In case a shareholder that is an individual dies without an heir or the heir refuses the inheritance or is disinherited, his/her shares shall be settled in accordance with civil laws.
A shareholder may donate all or part of their shares to other organizations and individuals; use the shares to pay debts. The organization or individual that receives the donation or debt payment will become a shareholder of the company.
The organizations and individuals that receive shares in the cases specified in this Article will only become shareholders when the information specified in Clause 2 Article 122 of this Law is fully recorded in the shareholder register.
The company shall register the changes of shareholders in the shareholder register as requested by relevant shareholders within 24 hours after the request is received.

Dossiers to set up a joint-stock company

Application for registration of a joint stock company

  • Firstly, the enterprise registration application form.
  • Secondly, the company’s charter.
  • Thirdly, the list of founding shareholders; the list of shareholders as foreign investors.
  • Fourthly, copies of:
  1. Legal documents of founding shareholders and shareholders that are foreign investors who are individuals and legal representatives;
  2. Legal documents of shareholders that are organizations, documents about the designation of authorized representatives; legal documents of authorized representatives of founding shareholders, and shareholders that are foreign organizations. Legalized copies of legal documents of the members as foreign organizations.
  3. The Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment.

Procedures to establish Joint-stock company

Step 1: Prepare dossiers

Dossier to establish a Joint Stock Company includes:

  • Application for establishment (the joint-stock type);
  • Charter of Joint-Stock Company;
  • Individual identification papers of shareholders (as individuals): identity card, citizen identification, passport, etc.
  • Legal papers of the individual as the legal representative.
  • Relevant legal papers of business registration, operation registration, establishment decision… for shareholders as legal entities.
  • List of founding shareholders of the company.
  • Authorization document: In case the owner does not directly carry out the procedure.

Step 2: Submit dossiers

Submit the application at the Business Registration Office of the Department of Planning and Investment at the province level where you plan to locate the head office of your Company.

Currently, there are two forms to submit an application:

  • Register directly: apply at the “one-stop” department of the Business Registration Office. However, in Hanoi, this method is no longer applied.
  • Online business registration: submit your application on the National Business Registration Portal (Address: https://dangkykinhdoanh.gov.vn). After the online application is valid, you will have to go directly to the “one-stop” department to return the scanned copy (hard copy) when submitting it online. 

Once you have submitted your application, you will receive a receipt for your application. The usual processing time for applications will be 3 working days.

Step 3: Receive result

According to the schedule on the appointment, you return to the “one-stop” department of the Business Registration Office to receive the results. There are two possible scenarios:

  • Dossiers valid: You will receive a Certificate of Business Registration as a result and a notification to the tax authorities.
  • Dossiers invalid: The Business Registration Office will have a document instructing you to amend the dossiers in accordance with the provisions of the law. After the amendments and supplements to your application according to this guide, then resubmit your application as in Step 2.

Step 4: Post-establishment procedures.

Receiving a Business Registration Certificate is just the first step in putting your company into operation. After that, you have to do the following series of procedures:

  • Notice the use of the company’s seal sample.
  • Bank account notice (if your company registers a bank account).
  • Tax procedures such as license declaration and payment of license fees, Tax on corporate headquarters inspection,…
  • Trademark protection (if you need it).

After carrying out these procedures, your Company can go into operation.

LSX legal firm provides legal services to clients in various legal areas. To make your case convenient, LSX will perform:

  • Legal advice related to new regulations;
  • Representing in drafting and editing documents;
  • We commit the papers to be valid, and legal for use in all cases;
  • Represent to submit documents, receive results, and hand them over to customers.

With a team of experienced, reputable, and professional consultants; The firm is always ready to support and work with clients to solve legal difficulties.

Furthermore, using our service, you do not need to do the paperwork yourself; We guarantee to help you prepare documents effectively and legally.

Also, you will not have to waste time preparing the application, submitting application, or receiving results. At those stages, we will help you do it smoothly.

After all, LSX provides the service with the desire that customers can experience it the best way. Additionally, we guarantee the cost to be the most suitable and economical for customers.

Contact LSX

Finally, hope this article is useful for you to answer the question about “Procedures for setting up a joint stock company in Vietnam”. If you need any further information, please contact  LSX Law firm+84846175333 or Email: hoangson@lsx.vn

How to establish a Joint-stock company?

To establish a company, the business has to prepare a valid set of documents:
Firstly, the Business registration application form.
Secondly, the Company charter
Thirdly, List of founding members/shareholders (According to the form issued by the Ministry of Planning and Investment).
Lastly, the business owner’s identity papers.

Dossiers to establish a branch for a Joint-stock company?

Notice of establishment of the branch (according to the form in Circular 02/2015/TT-BKHĐT).
The decision of the Board of Directors on the establishment of a branch of the enterprise.
Minutes of meeting on the establishment of the branch.
The decision to appoint the head of the branch.
Identity card/passport… of the head of the branch.
Business registration certificate (valid copy).

Can a joint stock company apply to resume operations during the suspension period?

According to the provisions of the Law on Enterprise 2020, enterprises that are in the period of registration for temporary suspension of operation can register to resume operation before the deadline, but must perform the obligation to notify the business registration office in advance. when working again.

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