What is a joint stock company in Vietnam? If a household business wants to convert into a joint stock company, what are the registration documents?
What is a joint stock company in Vietnam?
According to the provisions of Article 111 of the 2020 Law on Enterprises on Vietnam, a joint stock company is an enterprise in which:
- 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 the cases specified in Clause 3 Article 120 and Clause 1 Article 127 of this Law.
In addition, a joint stock company has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued.
Simultaneously, a joint stock company may issue shares, bonds and other kinds of securities.
What is household business?
According to the provisions of Article 79 of Decree No. 01/2021/ND-CP, a household business is established by an individual or family household members that shall take responsibility for business operations of the household business with all of their property. If a household business is established by members of a family household, one of them shall be authorized to act as the representative of the household business. The individual applying for registration of household business or the person authorized by the family household members to act as the representative of the household business shall be the owner of the household business.
What is a joint stock company in Vietnam? If a household business wants to convert into a joint stock company, what are the registration documents?
What is the application for enterprise registration for a joint stock company in Vietnam?
According to the provisions of Article 23 of Decree No. 01/2021/ND-CP on the application for enterprise registration for joint-stock companies:
- Application form for enterprise registration.
- The company’s charter.
- List of members of the multi-member limited liability company; lists 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 members or founding shareholders and foreign shareholders that are individuals; legal documents of members or founding shareholders and foreign shareholders that are organizations; legal documents of authorized representatives of members or founding shareholders and foreign shareholders that are organizations and their letters of appointment of authorized representatives.
If a member or shareholder is a foreign organization, copies of legal documents of that organization must be 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.
If a household business wants to convert into a joint stock company, what are the registration documents?
According to the provisions of Article 27 of Decree No. 01/2021/ND-CP on registration of conversion from household business into enterprise as follows:
- The application for registration of an enterprise which is converted from a household business shall be submitted to the Business Registration Office of province where the enterprise will be headquartered.
- The application for registration of an enterprise which is converted from a household business includes the original certificate of household business registration, the copy of the tax registration certificate and the documents specified in Articles 21, 22, 23 and 24 hereof corresponding to each enterprise type but excludes the investment registration certificate specified in Point b Clause 4 Article 22, Point c Clause 4 Article 23 and Point c Clause 3 Article 24 hereof.
If foreign investors/foreign-invested business entities contribute capital to or purchase of shares/stakes of the enterprise converted from a household business in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment, the application for enterprise registration must include the written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by such foreign investors/foreign-invested business entities.
- Within 02 working days from the date of issue of the enterprise registration certificate, the Business Registration Office shall send the copy of the enterprise registration certificate and original certificate of household business registration to the business registration authority of district where the household business is located for completing procedures for shutdown of the household business.
LawNet
