Registration for opening, setting up of a joint stock company in Vietnam

Registration for opening, setting up of a joint stock company in Vietnam

I. A joint stock company in Vietnam

1.A joint stock company is an business in which:
a) The charter capital is divided into units of equal value called shares;
b) Shareholders can be organizations and individuals; the minimum number of shareholders is 03; there is no limit on the maximum number of shareholders;
a) 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;
d) Shareholders may transfer their shares to other persons except for the cases specified in Clause 3 Article 120 and Clause 1 Article 127 of Vietnam Enterprise Law 2020.

2. A joint stock company has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued.

3. A joint stock company may issue shares, bonds and other kinds of securities.

II. Application Files For Registration Of Opening, Setting Up a Joint Stock Company In Vietnam.

1. Application for registration of opening, setting up a joint stock company in Vietnam.

2. Memorandum and articles of association of a joint stock company in Vietnam.

3. The list of founding shareholders; the list of shareholders that are foreign investors of a joint stock company in Vietnam.

4. Copies of the following documents:

a) Identification papers of the individual being the legal representative of a a joint stock company in Vietnam;
b) Identification papers of the individual being the founding shareholders,  shareholders that are foreign investors;  Legal papers of the entity being the founding shareholder, shareholder as the foreign investor; Identification papers of the individual who is the authorized representative of the founding shareholder, shareholder as the foreign investor as foreign investor and the written appointment of the authorized representative.
If the member is a foreign entity, the copy of the entity”s legal papers must be legalized consularly;
c) Certificate of investment registration in case the company is set up or participated in the setting up by a foreign investor or a foreign-invested company in accordance with the Law on Investment and its official guidelines.

III. Registration Procedures for Opening, Setting Up A Joint Stock in Vietnam.

The founder, legal representative of a joint stock in Vietnam or a person authorized to register a joint stock company in Vietnam will submit 01 application files for registration of opening, setting up a joint stock company in Vietnam to a provincial business registration agency in Vietnam by one of the following methods:
- Directly at the provincial business registration agency in Vietnam;
- Via postal services in Vietnam;
- Via website of the Ministry of Planning and Investment of Vietnam: National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

Within 03 working days from the date of receipt, the provincial business registration agency in Vietnam will be responsible for examining the validity of the application files for registration of opening, setting up a joint stock company in Vietnam and will grant a business registration certificate to set up, open  a  joint stock company in Vietnam; In case the application files is not valid, the business registration agency will notify in writing the contents to be amended and supplemented to the founder of a joint stock company in Vietnam;
In case of refusal of the business registration, a written notice must be made to the the legal representative of the company, clearly stating the reason for refusal.

Sources:
- Vietnam Enterprise Law 2020
- Decree No. 01/2021/ ND-CP of the Vietnam Government dated January 4th, 2021 on enterprise registration

LAWYER VIETNAM LAW FIRM- Vietnamese lawyers