Things should be noted when establishing a joint stock company in Vietnam

1. Conditions for establishing JSCs

- Name of the JSC: Naming the JSC must comply with provisions of Articles 37 - 41 of the Law on Enterprises 2020 of Vietnam (effective from January 01, 2021), not violating the prohibitions in naming nor misnaming the name of another business.

- Joint stock company headquarters: Must be located at a clear address, legally owned or used for the convenience of the company's business.

- Business lines: Must choose occupations that are not prohibited by Vietnamese law. Especially for conditional business lines, it is necessary to meet the conditions to be allowed to do business.

- Shareholders: According to Article 111 of the Law on Enterprises 2020 of Vietnam, 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.

-  A JSC’s charter capital is the total face value of the shares sold. The initially registered charter capital of a joint stock company is the total face value of subscribed shares and shall be written in the company's charter.

2. Application for establishment of JSCs

According to Decree No. 122/2020/NĐ-CP of Vietnam’s Government on single-window cooperation in processing applications for registration of enterprises, Decree No. 78/2015/NĐ-CP of Vietnam’s Government on enterprise registration and Decision No. 1523/QĐ-BKHĐT, application for registration of a JSC shall include:

- Application form for enterprise registration;

- The company’s charter (fully obtaining signatures of all persons participating in the establishment of the enterprise);

- List of founding shareholders, List of foreign shareholders. List of authorized representatives of foreign shareholders being organizations (fully obtaining signatures);

- Legitimate copies of:

+ ID paper if the founder is an individual, to be specific:

• Vietnamese citizen: unexpired ID card or Vietnamese passport

• Foreigner: unexpired foreign passport or an equivalent document.

+ The decision on establishment or certificate of enterprise registration or an equivalent document, ID paper of the authorized representative and the letter of attorney if the founder is an organization;

+ The certificate of investment registration if the enterprise is founded or co-founded by foreign investors or foreign-invested business organizations according to the Law on Investment and its instructional documents.

- A legitimate copy of the license or written approval issued by the State bank of Vietnam in case of registration of credit institutions;

- Original certificate of business household registration and a legitimate copy of the tax registration certificate in case registering the establishment of a business on the basis of conversion from a business household.

Particularly, in case the enterprise or its founder authorizes another organization or individual to follow enterprise registration procedures, the authorized person must submit one of the personal identification papers together with (not required to be notarized or authenticated):

- A legitimate copy of the service contract between the enterprise or its founder and the enterprise registration agent, and a letter of introduction; or

- The letter of attorney as prescribed by law.

3. Place for submitting and fees for application for registration of JSCs

- Submit directly: The person establishing the business or the person authorized to carry out the business registration procedures shall submit 01 set of application at the Business Registration Office - Department of Planning and Investment where the headquarter is located. Concurrently, the fee is VND 50.000 (according to Circular No. 47/2019/TT-BTC).

- Submit online (no fee) in one of the following two forms:

+ Using public digital signatures: The legal representative shall enter information, download electronic documents, append the digital signature on the electronic registration application, and pay fees online according to the procedures on National Business Registration Portal https://dangkykinhdoanh.gov.vn.

+ Using business registration accounts:

• The legal representative shall enter information, download electronic versions of ID papers from the National Business Registration Portal in order to be issued with a business registration account.

• The legal representative shall use the business registration account to enter information, download electronic documents, and authenticate the online application for enterprise registration according to the procedures on National Business Registration Portal https://dangkykinhdoanh.gov.vn.

4. Procedures for establishment of JSCs

* Submit application directly:

- After submitting the application, the Business Registration Office shall give a confirmation slip to the enterprise.

- The Business Registration Office shall issue the certificate of enterprise registration and confirmation of change of enterprise registration information within 03 working days from the receipt of the satisfactory application.

- In case of refusal to issue the certificate of enterprise registration, the Business Registration Office shall notify the enterprise founder in writing.

* Submit application via public digital signatures:

- After the application is sent, the legal representative will receive a confirmation slip.

- If the application is satisfactory, the Business Registration Office shall send information to the tax authority to automatically generate an enterprise ID number.

- After receiving the enterprise ID number from the tax authority, the Business Registration Office shall issue the certificate of enterprise registration and notify the applicant. 

- If the application is not satisfactory, the Business Registration Office shall send an electronic notification to the applicant for revision or supplementation of the application.

* Submit application via business registration accounts:

- After the application is sent, the legal representative will receive a confirmation slip.

- The Business Registration Office shall examine the application and send an electronic notification to the applicant for revision or supplementation of the application if it is not satisfactory. If the application is satisfactory, the Business Registration Office shall send information to the tax authority to generate an enterprise ID number. After receiving the enterprise ID number from the tax authority, the Business Registration Office shall send an electronic notification of issuance of the certificate of enterprise registration to the applicant.

After receiving the notification, the legal representative shall submit a paper application for enterprise registration enclosed with the confirmation slip to Business Registration Office, whether directly or by post.

- After receiving the paper application, the Business Registration Office shall compare documents therein with the documents submitted online and issue the certificate of enterprise registration if they are consistent.

- If the Business Registration Office does not receive the paper application within 30 days from the day on which the notification of issuance of the certificate of enterprise registration is sent, the online application is no longer valid.

Note: The legal representative is responsible for the completeness and accuracy of the  paper application compared to the online application. In case the paper application is not consistent with the online application but the applicant fails to notify the Business Registration Office, it will be considered fraudulent, and the Business Registration Office shall issue a notice of violations and a decision to revoke the certificate of enterprise registration.

Le Vy

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