Consulting on setting up a joint stock company in Vietnam for e-commerce business

Currently, I have a need to establish a joint stock company operating in a number of main fields as follows:

1. Businesssoftware development and services related toinformation technology such as hardware, software, rental services, and digital content…
2. E-commerce
3. Social network
4. Services related to real estate such as consulting, management, sale, rental…
5. Online digital advertising
6. Commercial business: fashion, cosmetics, dietary supplements, digital electronics…

Estimated capital 2 billion VND

Founder: 03 members, I am the main one, the other two individuals name it.

Office: Dong Da district, Hanoi (Can the head office register in a dormitory?)

First of all, Viet An Law would like to thank you for your trust in the legal consulting services of Viet An Law Firm.

According to the information you exchanged, Viet An Law would like to consult you preliminary as follows:

Legal basis

• Law on Enterprises 2020;
• Decision 337/QĐ-BKH promulgating regulations on the content of Vietnam’s economic sector system;

Conditions for establishing a joint stock company

Company’s members :

• A joint stock company must have at least 3 founding shareholders, there is no limit to the maximum number of shareholders.
• Shareholders of a joint-stock company can be individuals and can also be organizations, as long as they do not belong to the subjects who are not allowed to establish and contribute the capital in accordance with the law: cadres, civil servants, public employees, non-commissioned officers, minors, people with restricted civil acts, people who are serving imprisonment sentences, etc.

Conditions of the company’s headquarters: not to use an apartment or a community house for the company’s headquarters, except for the case of an apartment/community house built for the purpose of office leasing.

Conditions of the company’s name

The Vietnamese name of an enterprise consists of two elements in the order of type of enterprise (joint stock company) + proper name, the proper name is written with the letters of the Vietnamese alphabet, the letters F, J, Z, W, digits, and symbols.

The enterprise’s name must be affixed at the head office, branches, representative offices, and business locations of the enterprise.

Business lines

Business lines must match those in the national economic industry system. For conditional business lines, the conditions prescribed by law must be satisfied in order to be established, such as conditions on practice certificates, practice licenses, and legal capital,… to establish a company.

Specifically:

Note

With the dietary supplement business, the company needs to carry out procedures for announcing the quality of the dietary supplement; with the cosmetic business needs to carry out procedures for declaring cosmetics;

Dossier of establishing a joint stock company:

• Enterprise registration application form;
• List of founding shareholders and shareholders being foreign investors; List of authorized representatives for foreign shareholders being organizations;
• The list of founding shareholders must be enclosed with:
• A valid copy of the identity card or passport for founding shareholders being individuals;
• For founding shareholders being legal entities: A valid copy of the establishment decision, enterprise registration certificate or other equivalent documents;
• A written confirming the legal capital of a competent agency or organization, for a company that conducts business lines in which legal capital is required by law.
• A valid copy of the practicing certificate of the Director and other individuals if the company conducts business in business lines in which this person must have a practicing certificate as prescribed by law.
• Charter of a joint stock company.

Procedures for setting up an enterprise

• The company submits the dossier at the Business Registration Office – Department of Planning and Investment of the province/centrally run cities.

Timeline to consider the dossier: 03 working days from the date of receiving the dossier.

• After being granted an Enterprise Registration Certificate, an enterprise must make a public announcement on the National Portal on Business Registration according to the order, and procedures and pay fees as prescribed. The content to be announced includes the contents of the Enterprise Registration Certificate and information about:
• Business lines of the company;
• Information on the founding shareholders of a joint-stock company.

Note

If you self-disclose the enterprise registration information, you need to perform it within 30 days from the date of being granted the Enterprise Registration Certificate.

• Engrave the enterprise’s legal entities seal and notify about the enterprise’s seal sample.

The above is the content of the consult of Viet An Law. If customers have any questions, please contact Viet An Law for a specific consult!