What is a Joint Stock Company? File for Establishing a Joint Stock Company? Latest Application Form for Establishing a Joint Stock Company?
What is a Joint-Stock Company?
Based on Article 111 of the Law on Enterprises 2020, the regulation is as follows:
"Article 111. Joint-stock Company
1. A joint-stock company is an enterprise in which:
a) The charter capital is divided into equal portions called shares;
b) Shareholders can be organizations or individuals; the minimum number of shareholders is 03 and there is no restriction on the maximum number;
c) Shareholders are only liable for the debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise;
d) Shareholders have the right to freely transfer their shares to others, except as provided in Clause 3, Article 120 and Clause 1, Article 127 of this Law.
2. A joint-stock company has legal status from the date of issuance of the Enterprise Registration Certificate.
3. A joint-stock company has the right to issue shares, bonds, and other types of securities of the company."
A joint-stock company is an enterprise whose charter capital is divided into equal portions. A joint-stock company must have at least 03 shareholders and there is no limit on the maximum number of shareholders.
What is a Joint-Stock Company? Application dossier for establishing a joint-stock company? The latest application form for establishing a joint-stock company?
How is the Charter Capital of a Joint-Stock Company Regulated?
Based on Article 112 of the Law on Enterprises 2020, the regulation is as follows:
"Article 112. Capital of a Joint-stock Company
1. The charter capital of a joint-stock company is the total par value of all types of shares that have been sold. The charter capital of a joint-stock company upon enterprise registration is the total par value of all types of shares that have been registered for purchase and recorded in the company’s Charter.
2. Sold shares are shares that have been authorized for sale and fully paid for by shareholders. When registering the establishment of an enterprise, sold shares are the total number of shares of all types that have been registered for purchase.
3. Shares authorized for sale by the joint-stock company are the total number of shares of all types that the General Meeting of Shareholders has decided will be offered for fundraising. The number of shares authorized for sale by the joint-stock company upon enterprise registration is the total number of shares of all types that the company will offer for fundraising, including both registered and non-registered shares.
4. Unsold shares are authorized shares that have not been fully paid for by shareholders. When registering the establishment of an enterprise, unsold shares are the total number of shares of all types that have not been registered for purchase.
5. The company may reduce its charter capital in the following cases:
a) According to a resolution of the General Meeting of Shareholders, the company returns a portion of the contributed capital to shareholders proportional to their shareholding in the company if the company has operated for more than 02 years from the date of enterprise registration and ensures full payment of debts and other property obligations after returning the capital to shareholders;
b) The company repurchases sold shares as prescribed in Article 132 and Article 133 of this Law;
c) Charter capital is not fully and punctually paid by shareholders as prescribed in Article 113 of this Law."
The charter capital of a joint-stock company is the total par value of all types of shares that have been sold. Upon enterprise registration, the charter capital of the joint-stock company is the total par value of all types of shares that have been registered for purchase and recorded in the company’s Charter.
What Documents are Required to Establish a Joint-Stock Company?
Based on Article 23 of Decree 01/2022/ND-CP, the regulation is as follows:
"Article 23. Enterprise Registration Dossier for Limited Liability Companies with Two or More Members and Joint-Stock Companies
1. Application for enterprise registration.
2. Company’s Charter.
3. List of members for a limited liability company with two or more members; list of founding shareholders and list of shareholders who are foreign investors for a joint-stock company.
4. Copies of the following documents:
a) Legal documents of the individual representing the enterprise according to the law;
b) Legal documents of the individual for members of the company, founding shareholders, and shareholders who are foreign investors as individuals; Legal documents of the organization for members, founding shareholders, and shareholders who are foreign investors as organizations; Legal documents of the individual for the authorized representative of members, founding shareholders, and shareholders who are foreign investors as organizations, and the document appointing the authorized representative.
For foreign organizational members and shareholders, the copy of legal documents of the organization must be consularly legalized;
c) Investment registration certificate for enterprises established or participating in establishment by foreign investors or economic organizations with foreign investment as prescribed by the Investment Law and its guiding documents."
When establishing a joint-stock company, it is necessary to prepare a dossier with the components as prescribed above.
The Latest Application Form for Establishing a Joint-Stock Company?
The latest application form for enterprise registration of a joint-stock company is stipulated in Appendix I-4 issued together with Circular 01/2021/TT-BKHDT as follows:
Download the latest application form for establishing a joint-stock company: Here.
Download the list of founding shareholders: Here.
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