Procedures for registration of establishment of a joint stock company

Legal Basis:

– Law on Enterprise No. 59/2020/QH14 dated June 17, 2020.

– Decree No. 01/2021/ND-CP of the Government dated January 4, 2021 on Business registration.

– Circular No. 01/2021/TT-BKHDT of the Ministry of Planning and Investment dated March 16, 2021 Guidance on business registration.

– Decision No. 885/QD-BKHDT of the Ministry of Planning and Investment dated June 30, 2021 Announcing newly promulgated, amended, supplemented, replaced, annulled, rescinded, and canceled administrative procedures publicly in The field of establishment and operation of enterprises and business households falls within the scope of management functions of the Ministry of Planning and Investment.

Procedures for registration of establishment of a joint stock company

2.1. Characteristics of joint stock companies

The charter capital is divided into units of equal value called shares;
Shareholders can be organizations and individuals; the minimum number of shareholders is 03; there is no limit on the maximum number of shareholders;
A shareholder’s liability for the company’s debts and liabilities is equal to the amount of capital contributed to the company by the shareholder;
Shareholders may transfer their shares to other persons except for two cases below:

+ Within 03 years from the issuance date of the Certificate of Enterprise Registration, the ordinary shares of founding shareholders may be transferred to other founding shareholders and may only be transferred to a person that is not a founding shareholder if the transfer is accepted by the GMS.

+ Shareholders who own voting preference shares may not transfer those shares to others.

A joint stock company may issue shares, bonds and other kinds of securities.

2.2. Procedure

Individuals/ organizations prepare applications to register to establish joint stock companies according to the provisions of law;
Individuals/ organizations submit applications at the Department of Planning and Investment or via online portal and receive an appointment letter to return the results;
Department of Planning and Investment processes the application, consults relevant agencies (if necessary), and completes the results;
Organization/Individual receives the results of registing to establish joint stock companies.

2.3. Application

Application form for enterprise registration.
The company’s charter.
List of founding shareholders and shareholders that are foreign investors of the joint-stock company.
Copies of the following documents:
Legal documents of the enterprise’s legal representative;
Legal documents of founding shareholders and foreign shareholders that are individuals; legal documents offounding shareholders and foreign shareholders that are organizations; legal documents of authorized representatives offounding shareholders and foreign shareholders that are organizations and their letters of appointment of authorized representatives.
For shareholders who are foreign organizations, copies of the organization’s legal documents must be consularly legalized;
Investment registration certificate if the enterprise is founded or co-founded by foreign investors or foreign-invested business entities in accordance with the Law on Investment and its guiding documents.

2.4. How to perform

Submit directly to the Business Registration Office – Department of Planning and Investment where the company is headquartered;
Submit via postal service;
Submitonline via the National Business Registration Portal.

Reference

National Business Registration Portal.: https://dangkykinhdoanh.gov.vn