The conduct of the procedure Registration for establishment of joint stock companies is the first and essential step for individuals or organizations moving towards building a business with a modern, transparent governance model and the ability to raise capital from a variety of sources. With outstanding advantages in clarity of operation and potential to expand business scale, joint stock companies are often selected in areas that require large investment capital or plan to list shares on the stock market. Let’s explore this process with NAVI!
1. Dossiers of establishment of joint stock companies
Preparing documents to establish a joint stock company can make many people feel confused because there are many types of documents that need to be completed. However, you don’t need to worry too much. With the detailed instructions that NAVI has compiled, you can easily complete the application and quickly complete the business registration procedures.
According to Decision 855/QD-BKHDT issued in 2021, the dossier of registration for the establishment of a joint stock company needs to be fully prepared with the following documents:
► Application for enterprise registration in accordance with the prescribed form.
► Draft company charter, full name and signature of the founding shareholders who are individuals, or of the legal representative/authorized representative for founding shareholders who are organizations.
► List of founding shareholders, including:
+ List of founding shareholders according to the standard template.
+ List of shareholders who are foreign investors in the form.
+ List of authorized representatives for foreign institutional shareholders as prescribed.
► Commitment to the implementation of social and environmental objectives in the case of social enterprise registration.
► Decision on approval of the competent authority on the conversion of social protection establishments, social funds or charitable funds into social enterprises.
► Valid copies of the following documents:
+ Identity card, citizen’s identity card or passport is still valid for individual shareholders.
+ Business registration certificate for organizations (except for organizations being state agencies), accompanied by a written authorization and personal identification papers of the authorized representative.
+ Investment registration certificate in case the enterprise is established or participated in the establishment by a foreign investor or a foreign-invested organization, in accordance with the provisions of the Law on Investment and relevant guiding documents.
► In case the applicant is not the business owner, the applicant must present a valid copy of one of the following personal identification documents:
+ For Vietnamese citizens: Identity card, valid citizen’s identity card or passport.
+ For foreigners: Foreign passport or passport replacement documents are still valid.
Attached is a written authorization for individuals to carry out procedures related to business registration (notarization or certification of authorization documents is not required).
► incorporation procedures
The establishment of a joint stock company is an essential step to help the business operate legally. From preparing information, drafting necessary documents, to submitting documents and completing procedures after establishment, all must comply with legal regulations to ensure a smooth process.
2. How to carry out the procedures for establishment of a joint stock company
According to Decision 855/QD-BKHDT issued in 2021, when conducting procedures for establishment of a joint-stock company, the founder of the enterprise or the authorized person may register the enterprise with the Business Registration Agency through one of the following three forms:
– Apply directly at the Business Registration Agency where the enterprise is headquartered.
– Send the dossier through the postal service, ensuring full documentation as prescribed.
– Online business registration via the National Business Registration Portal, using a digital signature or a valid business registration account.
The selection of the appropriate form will help the registration process take place conveniently, quickly and in accordance with the law.
The procedure for establishing a joint stock company is an important and complex process, requiring clear preparation and identification from the beginning. To start this process, you’ll need to follow these steps:
► Step 1: Preparing information, consulting on the establishment of joint stock companies
– In order to proceed with the process of establishing a joint stock company, you only need to prepare the following information, enclosed with 01 notarized copy of ID card/ID card/Passport/Business Registration Certificate/Business Registration Certificate (for institutional shareholders).
– Shareholder information includes the name of the company, address, capital, industry and representative in accordance with the law.
– Based on the information provided by the customer, we will provide advice on all relevant legal issues to help customers choose the most optimal options.
► Step 2: Preparation of dossiers of establishment of joint-stock companies
The dossier of establishment of a joint stock company includes the following documents:
APPLICATION FOR SINGLE-MEMBER LIMITED LIABILITY COMPANY
– Draft company charter: Signature and full name of the founding shareholder (individual) together with the legal representative or authorized representative (if the shareholder is an organization).
4. List of founding shareholders:
+ List of founding shareholders according to the form (Appendix I-7 of Circular No. 01/2021/TT-BKHDT)
+ List of shareholders who are foreign investors (Appendix I-8 of Circular No. 01/2021/TT-BKHDT)
+ List of authorized representatives for foreign institutional shareholders (Appendix I-10 Circular No. 01/2021/TT-BKHDT)
– Shareholders are organizations that need the following documents:
+ A copy of the Establishment Decision, Business Registration Certificate or other document
+ Written appointment of an authorized representative of the organization
+ A copy of the passport/ID card of the legal representative, the authorized representative of the institutional shareholder
– Target and social commitment: For social enterprises.
– Decision on conversion: From social protection establishments, social funds, charitable funds to social enterprises.
– Copies of documents:
+ Valid passport/ID card of the shareholder.
+ Business registration certificate (except for state agencies) and authorization document enclosed with personal identification papers of the authorized representative.
+ Investment registration certificate if the enterprise has foreign investors.
– In case of authorization to submit dossiers: The authorized person must submit a valid copy of the personal identification papers:
+ For Vietnamese citizens: Passport/ID card is still valid.
+ For foreigners: Passport or replacement document is still valid.
+ Enclosed with the written authorization for individuals to carry out business registration procedures (without notarization).
► Step 3: Submission of dossiers for establishment of joint-stock companies and payment of fees
The procedures for establishing a joint stock company shall be carried out as follows:
Application method:
– Apply directly at the Business Registration Office of the Department of Finance
– Apply online through the National Business Registration Portal dangkykinhdoanh.gov.vn by business registration account or public digital signature.
– Submission via postal service.
Note: In some big cities such as Hanoi and Ho Chi Minh City, applications are only accepted online, so businesses should research carefully before doing so.
Application processing fee:
– Direct submission at the Business Registration Office: 110,000 VND/time
– Apply online: Fee waiver
+ Time limit for settlement.: Within 5-7 working days after submitting the dossier, the Business Registration Office will check the validity and issue the Business Registration Certificate. If the file is invalid, the agency will notify the business to amend and resubmit it.
► Step 4: Carving the legal entity seal for the joint-stock company
After receiving the Business Registration Certificate, NAVI will help you make the seal.
Note: According to the provisions of the 2020 Law on Enterprises, enterprises do not need to disclose seal samples before use. The enterprise has the right to decide on the form, quantity and content of the seal. The contents of the seal need only include:
Enterprise’s Name
Enterprise Registration Certificate Number
According to this new regulation, the form of seal is the decision of the enterprise, just ensure the minimum information mentioned above and there is no need to publish the seal form before use. However, in order to ensure consistency in the use of the legal entity seal, we recommend the use of a regular stamp (round stamp) and do not record the district where the enterprise is located, to avoid having to change the seal when there is a need to change the registered address.
According to the Law on Enterprises 2020, joint stock companies have the right to engrave many seals to serve business activities. In case there is a need to engrave the second legal entity seal, NAVI’s lawyer will guide and support the business to complete the procedure.
► Step 5: Shareholders of the company contribute charter capital
Shareholders of the company need to contribute all charter capital within 90 days from the date of receipt of the Business Registration Certificate. The process of capital contribution at the establishment of a joint stock company is carried out in cash, unless the shareholder is an organization, in this case, the capital contribution must be through transfer.
► Step 6: Procedures to be completed after the establishment of a joint stock company
COMPANY’S BANK ACCOUNTS
– Register digital signatures to pay taxes electronically and use them to report taxes electronically
– Making signs and hanging company signs at the head office
– Request for issuance of electronic invoices
– Business license tax declaration
Note: Joint stock companies will be entitled to a license tax exemption policy in the first year after establishment. The tax declaration for the establishment year must be completed before January 30 of the following year.
2. Characteristics of a joint stock company:
A joint stock company is a popular type of enterprise with many outstanding characteristics, clearly defined in the Law on Enterprises 2020. From the requirements of the number of shareholders, the ability to raise capital, to the mechanism of management and transfer of shares, these characteristics create the flexibility and attractiveness typical of this type.
Pursuant to Articles 111, 120 and 127 of the Law on Enterprises 2020, the characteristics of joint-stock companies are specified as follows:
– Number of shareholders: Minimum of 3 shareholders, no maximum limit
– Ability to Mobilize Capital: It is possible to raise capital through the issuance of shares and bonds
– Participating in the Stock Market: It is the only type in Vietnam that can participate
– Capital Contribution Period: 90 days from the date of issuance of the Business Registration Certificate
– Transfer of Shares: Free to transfer, except for founding shareholders
– Corporate Governance: The Chairman of the Board of Management may not concurrently act as Director
– Transfer Tax: 0.1% of the transfer value, regardless of profit
– Organizational structure: Strictly and compulsorily hold the annual General Meeting of Shareholders
– Record Shareholder Information: The information is not displayed on the Certificate, recorded in the charter and shareholder book
– Board of Management: From 3 to 11 members, with a maximum term of 5 years
– Voting principle: According to the majority principle, small shareholders can use cumulative voting
4. Conditions for establishment of a joint-stock company
To establish a joint stock company, you need to meet important requirements such as selecting the appropriate representative, preparing the charter capital, registering the business lines and ensuring that the company name and head office comply with the current regulations.
4.1 Conditions on the representative of the joint stock company
A joint stock company may have one or more legal representatives, with the company charter specifying the number and role of each person. These representatives may represent various companies, but individuals holding managerial positions in state-owned enterprises may not act as representatives of joint-stock companies.
Requirements for the representative:
– Must be an organization with legal status or an individual from the age of 18 with full civil act capacity.
– Not in the group of subjects prohibited from managing and establishing enterprises under Article 17 of the Law on Enterprises 2020.
– A minimum of 3 founding shareholders is required to establish the company, there is no limit to the maximum number of shareholders.
4.2 Conditions of business lines
There are two main industry groups:
– Unconditional business lines: These are the groups of industries that, when registering a business, do not need to meet the requirements of practice certificates or the legal capital level.
– Conditional business lines: This is the group of industries where the law sets specific conditions on practice certificates or legal capital when registering operations.
Conditions on qualifications and business lines are playing an important role in the establishment of enterprises, especially joint-stock companies. In this process, there are no specific regulations from state agencies on qualifications or cultural qualifications required, but the registration of professions requires special attention.
In particular, some professions require the founder of the enterprise to have a practicing certificate or corresponding degree. The degree requirements will depend on the industry in which the business chooses to operate. Business lines are divided into two groups: unconditional groups and conditional groups, with specific requirements for practice certificates or legal capital when registering operations.
4.3 Conditions of contributed capital and charter capital of a joint stock company
How much capital is required to establish a joint stock company? Charter capital of a joint-stock company is the total value of all types of shares that have been sold or registered for purchase when the procedures for establishing a joint-stock company are confirmed. The law does not specify a minimum or maximum level of capital (except for occupations that require legal capital). However, enterprises need to register a level of charter capital suitable to their financial capacity and scale of operation.
The enterprise must complete the full contribution of the committed charter capital within 90 days from the date of receipt of the Business Registration Certificate.
The charter capital also affects the annual license tax rate of the enterprise:
– Enterprises established after February 25, 2020 are exempt from license tax in the first year.
– From the second year:
+ Charter capital over 10 billion VND: 3,000,000 VND/year
+ Charter capital of VND 10 billion or less: VND 2,000,000/year
4.4 Conditions on the name of the joint stock company
The name of a joint-stock company consists of two main parts: “Joint-stock company” and the individual name of the enterprise.
► Note:
– The name must not be identical or confuse with the name of any previously registered business nationwide.
– Avoid using words or symbols that violate the traditions, culture, ethics and fine customs of the nation.
– The name of the company must be listed at the head office, branches, representative offices and business locations. It also needs to be printed or written on all documents, transaction records, and publications issued by the business.
4.5 Conditions on head office
The head office of the joint stock company must be located in Vietnam and be the official contact address of the enterprise. This address should be determined by the administrative unit, including specific information such as house numbers, niches, alleys, streets, villages, hamlets, communes, wards, districts, towns and cities.
In addition, the company may not be located in condominiums (except those with commercial functions) or collective houses. The head office should have a phone number, fax number and email address (if any).
Note that the apartment is for residential use only and cannot be used for business purposes.
5. What to do after the establishment of a joint stock company
What to do after the establishment of a joint stock company are important steps to ensure that the business operates in accordance with the law and avoids risks. You only need to follow the legal instructions that NAVI has compiled, all necessary procedures will be carried out fully and accurately from the beginning.
► After receiving the Business Registration Certificate, the joint stock company should complete the following procedures before officially operating to avoid violating the law:
– Khắc dấu cho doanh nghiệp.
– Hang signs at the head office, representative office, branch, or business location.
– Buy digital signatures (USB tokens).
– Register and notify the issuance of electronic invoices.
– Filing the original tax return.
– Open a bank account and notify the account number to the Department of Planning and Investment.
– Registering social insurance for employees who have signed labor contracts.
Completing these steps helps businesses comply with regulations and be ready to operate.
6. Advantages and disadvantages of establishing a joint stock company
The establishment of a joint stock company brings many outstanding advantages such as the ability to effectively call for capital and the limited liability of shareholders within the scope of contributed capital. However, this model also has some disadvantages, such as shareholder management facing many challenges and a rather complex organizational structure.
6.1 Advantages of joint stock companies
► Effective capital mobilization:
A joint stock company can raise capital through the issuance of shares and bonds on the stock market, creating strong financial resources to promote its business and expand its scale.
► Require shareholders to be at least flexible:
Only need at least 3 shareholders to establish a joint stock company, unlimited number of members to contribute capital, create favorable conditions for attracting investors and operating a flexible business model.
► Limited Financial Liability:
Shareholders are only responsible for the debts and financial obligations of the enterprise within the number of shares purchased, thereby limiting personal risks.
► Scope of activities
Joint stock companies can participate in many different fields and industries, in accordance with diverse business strategies.
► Easily transfer shares:
The transfer of shares in a joint stock company is carried out flexibly, it is not required to register changes at the Department of Planning and Investment, making the process of buying and selling shares faster and more convenient.
6.2 Disadvantages of joint stock companies
► Difficulty controlling shareholders:
The fact that shareholders have the right to freely transfer shares may make it difficult for founding shareholders to control, especially when the number of shareholders increases and there is no familiar relationship.
► Taxes incurred on transfer:
Shareholders will have to pay personal income tax even if the transfer of shares is not profitable, adding to the financial burden.
► Insufficient operating structure:
Due to the complexity of the organization, the model of a joint stock company can easily lead to a heavy and difficult to control management apparatus, especially in cases where there are many shareholders involved.
► The burden on the board of directors:
The Board of Directors must take on many important responsibilities, which can create great pressure and make the operation challenging.
► Not suitable for some specific professions:
Special fields such as law, accounting, auditing… are not allowed to register by the type of joint-stock company, limiting the ability to choose an enterprise model.
► Transfer transactions are not publicly recorded:
Information on the transfer of shares is kept only in the company’s internal records, which can make it difficult for shareholders to prove the relevant exemption.
7. Services of establishment of NAVI lump-sum joint stock company
NAVI – Solution to set up a package business, accompany you to start a business in Vietnam
NAVI is proud to be a package company establishment service provider, supporting you to realize your business idea in a convenient and legal way. Not only do we help complete the legal procedures for setting up a joint stock company, but we also make sure your business has a solid foundation from the very first steps.
► Services of establishing a lump-sum joint stock company from NAVI include:
– Business registration certificate enclosed with tax code.
– Notification of tax registration from the tax administration agency.
– Receipts and receipts for disclosure of business information.
– Round seal of the company in accordance with regulations.
– Internal documents for the management of the enterprise.
– Free consultation during the operation and operation of the business.
► Support the following procedures after the company is established:
– Design and install company signs at headquarters.
– Open a bank account for business transactions.
– Register to use electronic tax and digital signature.
– Order printing and issuing electronic invoices in accordance with the process.
– Declare and pay taxes such as value added tax (VAT), corporate income tax (CIT) in accordance with the law.
With NAVI, you not only save time and money, but also have peace of mind when you have a professional unit to accompany you throughout the journey of building and growing your business.
More info
► Establishment of the business nghiệp
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