Capital contribution is the basic activity that forms the charter capital in accordance with the law. In order to avoid disputes arising, the capital contribution should be made in writing or in a contract to be recorded. LSX Lawfirm will give you an article about: “Some characteristics of joint stock companies in Vietnam”, as follows:
Enterprise Law 2020
What is special about the capital contribution contract to establish the company?
✔ Contributing capital to establish a company is a unique agreement because it is very sketchy in the Enterprise Law. According to the Civil Code, the contract of capital contribution to establish an enterprise is a conditional civil contract in which the fact that the business registration office is granted an enterprise registration certificate (Certificate of tax identification number) is the necessary conditions for the parties to fulfill their capital contribution obligations.
✔ According to Circular No. 09/2015/TT-BTC, organizations, legal entities and foreigners are the three subjects that are required to contribute capital to the company by transfer. For individuals who are Vietnamese nationals, they can still make capital contributions to the company in cash as before.
Some characteristics of joint stock companies in Vietnam
– There must be at least 3 shareholders (according to point b, clause 1, Article 111 of the Enterprise Law 2020).
– Flexibility to raise capital: compared with other types of companies, joint stock companies have the ability to mobilize capital flexibly. Joint stock companies are allowed to issue securities such as stocks, bonds, etc.
– Shareholders are free to transfer their capital
Specifically, a joint-stock company is free to transfer its shares, without any transfer restriction except for the following two cases:
- Within 03 years from the date of issuance of the Certificate of Business Registration, the founding shareholder transferring shares to another person other than the founding shareholder approved by the General Meeting of Shareholders (Clause 3 of Article 3 of this Law). 120 Enterprise Law);
- Shareholders owning voting preference shares may not transfer such shares to other people (Clause 1, Article 127 of the Law on Enterprises).
– Company profits paid out in dividends.
Profile of a joint stock company in Vietnam
- An application for enterprise registration according to the form.
Draft company charter (with full name and signature of founding shareholders being individuals; legal representative or authorized representative of founding shareholders being organizations).
- List of founding shareholders:
- List of founding shareholders according to the form specified in Appendix I-7 Circular 02/2019/TT-BKHDT;
- Then list of shareholders being foreign investors according to the form prescribed in Appendix I-8 Circular 02/2019/TT-BKHDT;
- List of authorized representatives (of shareholders being foreign organizations) according to the form specified in Appendix I-10 of Circular 02/2019/TT-BKHDT.
- Commitment to achieve social and environmental goals (for social enterprises);
- A decision of a competent authority allowing the transformation of a social protection establishment, social fund or charity fund into a social enterprise. (for the case of converting a social protection establishment, social fund or charity fund into a social enterprise);
– Valid copies of the following documents:
- Identity card/Citizen ID card or valid passport of the shareholder.
- Certificate of business registration (unless the organization is a state agency) and written authorization enclosed with personal identification paper of the authorized representative of the organization.
- Certificate of investment registration in case the enterprise established or participated in the establishment by a foreign investor or a foreign-invested economic organization in accordance with the provisions of the Investment Law and other legal documents. instruction.
- In case the application is not directly submitted by the owner of the enterprise, the authorized person must submit a valid copy of one of the personal identification papers:
- For Vietnamese citizens: Identity card/Citizen identification card or valid passport.
- For foreigners: Foreign passports or valid documents replacing foreign passports are still valid.
Attach a written authorization for the individual to carry out procedures related to business registration (notarization or authentication not required).
Must have at least 3 founding shareholders;
The name of the company must not be the same or cause confusion with the name of a pre-registered enterprise nationwide.
The establishment of a joint stock company requires the following information and documents:
– Identity card/identification card/passport of the capital contributing shareholder (in case the shareholder is an individual contributing capital);
Decision on establishment, certificate of business registration of the company (in case the shareholder contributing capital is a legal entity);
– Contract for leasing the head office of the enterprise, together with documents proving the address of the head office with office business functions (for example, renting in a basement, office building)
-Necessary information for the establishment of the Company such as: Company name, business lines, charter capital of the company, address information of the company’s headquarters, shareholders of the company…etc.
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