Procedures for registration of establishing the joint-stock company in Vietnam

Stemming from the objective need of socio-economic development that requires capital linkage, joint-stock companies are the most popular type of enterprise today. Therefore, the procedure for establishing a joint stock company is very interested. And the guide that follows will be the most detailed, comprehensive, and accurate guide on how to register a joint stock company.

What is a joint stock company?

According to Clause 1, Article 111 of the Vietnam 2020 Law on Enterprise, a joint-stock company is an enterprise, in which

• Charter capital is divided into many equal parts, called “shares”;
• Shareholders can be organizations or individuals; the minimum number of shareholders is 3 and there is no limit to the maximum number;
• Shareholders are only responsible for the debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise;
• Shareholders have the right to freely transfer their shares to others, except for the cases specified in Clause 3, Article 120 and Clause 1, Article 127 of the Vietnam 2020 Enterprise Law.
• A joint stock company has the right to issue shares, bonds, and other securities of the company.

Characteristics of a joint stock company:

• About the owner: The minimum is 3, and there is no limit to the maximum number. A member can be an organization or may also be an individual. This is a sign that identifies a joint stock company with another type of enterprise.
• Regarding the liability regime: the company’s shareholders do not have to lose any of their other assets apart from the capital contributed to the company to pay creditors.
• Regarding legal status: having legal status from the date of issuance of the business registration certificate.

Procedures for registration for the establishment of a joint stock company

Step 1: The Enterprise prepares registration documents

Article 22 of the Vietnam 2020 Enterprise Law stipulates that an application for registration of the establishment of a joint stock company must include:

1. An application for enterprise registration.

2. The company’s charter.

3. List of founding shareholders; List of foreign investors as shareholders

4. Copies of the following papers:

a) Legal documents of individuals, for founding shareholders and shareholders who are foreign investors who are individuals or legal representatives;

b) Organizational legal documents for shareholders; the document appointing an authorized representative; individual legal documents for authorized representatives of founding shareholders and shareholders who are foreign investors are organizations.

If the shareholders are foreign organizations, copies of the organization’s legal documents must be consularly legalized.

c) Foreign investors must obtain an investment registration certificate in accordance with the Vietnam Investment Law.

Step 2: Enterprises come to submit documents

Option 1: Submit at the Business Registration Office – Department of Planning and Investment of the province/city directly under the central government. Submit the application at the counter, pay the fee, get the order number, and wait for the order number to be called. The specialist will receive the application and issue a receipt to the business if the application has all the required documents.

Time: from Monday to Saturday every week.

Option 2: Business registers online with a public digital signature or use a business registration account at the National Business Registration Portal at https://dangkytinhdoanh.gov.vn

(Online submission is required for businesses registered in Hanoi and Ho Chi Minh City.)

Step 3: The Business Registration Office checks the validity of the application and handles the application of the enterprise:

+ Within three working days from the date of submission, the Department of Planning and Investment will issue the enterprise a business registration certificate.

+ If the application is deemed invalid, the Department of Planning and Investment will issue a guideline to complete the application at the time it is received.

Step 4: A valid record will be announced online. After that, individuals and organizations need to submit the paperwork at the Department of Planning and Investment Department, where they can register for an enterprise to receive results.

 Fees and charges to be paid:

– For the application directly submitted at the Business Registration Office under the Department of Planning and Investment (according to Circular 47/2019/TT-BTC), one application will be 50,000 VND.

– For online applications via electronic network, the fee will be waived.