Joint Stock Company is no longer strange to this type of business in Vietnam. Therefore, today the need to establish a Joint Stock Company in business activities of businesses or investors is increasing. To learn more about the procedures for establishing a Joint Stock Company in Vietnam, let’s find out with Pham Consult.
1. Conditions for establishing a joint stock company
1.1 Conditions on the number of shareholders contributing capital in a joint stock company
Pursuant to Point b, Clause 1, Article 111 of the Law on Enterprises 2020, establishing a joint stock company must have at least 3 founding shareholders, with no limit on the maximum number of shareholders. Accordingly, during the operation of a joint stock company, there must always be at least 03 shareholders.
1.2 Conditions for joint stock company name
Pursuant to Articles 38 and 41 of the Enterprise Law 2020, the company name must not be identical or confusing with the name of a pre-registered enterprise nationwide. In case the company name has a different sign of the type of business, it is still considered the same name.
1.3 Conditions for company headquarters
According to the provisions of Article 42 of the Enterprise Law 2020, when establishing a joint stock company, it must have a transaction office. According to regulations, it is not allowed to register headquarters in apartments and group houses. For private home addresses, there is no need to provide a notarized copy of the land use right certificate. In case the customer is located in a commercial building, please provide a construction decision or construction permit.
1.4 Conditions on business lines
According to the provisions of Article 8 of the Enterprise Law 2020, when establishing a joint stock company, the industry will have to apply the national economic industry system code.
For conditional professions, they must satisfy the conditions for establishment such as conditions on registered capital and practice certificate to be eligible to operate.
For some industries such as labor export, postal, insurance, securities… that require legal capital, businesses need to register a minimum charter capital equal to legal capital. However, businesses do not have to fulfill the obligation to prove registered capital when submitting documents to establish a joint stock company.
1.5 Conditions on charter capital/legal capital
According to regulations, the time for shareholders to contribute enough capital to register to buy is 90 days from the date of issuance of the business registration certificate. After this deadline, if the shareholder has not paid or only partially paid for the shares registered to buy, the enterprise must change the founding shareholder information and reduce the capital to the contributed charter capital within 30 days. days from the last day to pay in full.
A joint stock company can reduce its charter capital according to the decision of the General Meeting of Shareholders. The company returns part of the capital contribution to shareholders in proportion to their share ownership in the company if the company has been operating business. continuous business for 02 years or more from the date of business establishment registration and ensure full payment of debts and other property obligations after returning to shareholders unless the company buys back shares that have been paid. sold according to the provisions of Article 132 and Article 133 of the Enterprise Law 2020 and the charter capital was not paid in full and on time by shareholders according to the provisions of Article 113 of the Enterprise Law.
Legal capital is the minimum capital required by law to establish a business. Legal capital applies to a number of conditional business lines.
2. Application for registration of establishment of a Joint Stock Company.
According to the provisions of Article 22 of the Enterprise Law 2020, registration documents to establish a Joint Stock Company include:
1. Application for business registration.
2. Company charter.
3. List of founding shareholders; List of shareholders are foreign investors.
4. Copies of the following documents:
a) Personal legal documents for founding shareholders and shareholders who are foreign investors who are individuals and legal representatives;
b) Legal documents of the organization for shareholders who are organizations and documents appointing an authorized representative; Legal documents of individuals for authorized representatives of founding shareholders and shareholders who are foreign institutional investors.
For shareholders who are foreign organizations, copies of the organization’s legal documents must be consularly legalized;
c) Investment registration certificate for foreign investors according to regulations
3. Procedures for registering to establish a Joint Stock Company:
The order of execution:
Submit application: Enterprises can submit application in the following two forms:
Submit the application directly to the Business Registration Office – Department of Planning & Investment in the province or city where the business is headquartered.
Submit your application online at: https://dangkylanhdoanh.gov.vn/ through your business registration account or public digital signature.
Processing time: 5-7 working days.
In case of submitting documents online, you need to bring the original paper documents and the fee to pay at the Business Registration Office’s One-Stop Unit to receive the results.
In case the dossier is invalid, the Business Registration Office will issue a notice instructing the business founder to amend and supplement the dossier and resubmit it.