Documents for Joint Stock Company Formation in Vietnam

To establish an enterprise, choosing the right type is the first thing that needs to be carefully considered and evaluated. In the context of the modern economy, a joint stock company is an effective model, attracting the attention of many investors and startups. With the ability to mobilize capital widely, disperse risks, and have a flexible management structure, a joint stock company is not only a legal tool but also a solid foundation for building a large-scale, transparent, and sustainable business. In the article below, Viet An Law will provide customers with general legal advice on the content of documents for joint stock company formation in Vietnam.

What is a joint stock company?

According to Article 111 of the Law on Enterprise 2020, 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.

Advantages of establishing a joint stock company

Easy to raise capital

By dividing the charter capital into shares, the enterprise can call for capital contributions from many shareholders without affecting business operations. In addition, the ability to issue shares also helps the company access the stock market in the future.

Flexibility in transferring shares

Shareholders can easily transfer their capital contributions to others without the consent of all shareholders, helping the restructuring process or raising additional capital to take place smoothly. This creates conditions to attract new investors and support startups to adapt quickly to changes. This is also a prominent difference compared to other types of enterprises, such as LLCs.

Rapid scalability

Thanks to the ease of raising capital and attracting investors, enterprises can accelerate development, expand branches, or invest in new technology. In addition, the joint stock model also creates favorable conditions for companies to list on the stock exchange when qualified. This helps startups enhance their brand and compete effectively in the market.

Documents for joint stock company formation in Vietnam

Pursuant to the Law amending and supplementing several articles of the Law on Enterprises 2025, Article 24 of Decree 168/2025/ND-CP, from July 1, 2025, the composition of the dossier for registration of establishment of a joint stock company will undergo many changes. When using the services of Viet An Law, we will support in drafting a number of documents, preparing a complete dossier according to legal regulations based on the information and documents provided by the customer.

Application for company establishment (declared according to Form No. 04 issued with Circular 68/2025/TT-BTC)

To have a basis for drafting the Enterprise Registration Application, customers need to provide the following basic contents:

• Establishment status: The company is newly established, or based on division/separation/merger of enterprises, or conversion of enterprise type, or conversion from a business household.
• Company name: In addition to the name written in Vietnamese, in case the company name can also be written in a foreign language or has an abbreviation, the registrant must clearly state all of these names.
• Company headquarters address: The enterprise needs to write the address as house number, Commune/Ward/Town, Province/City, and Headquarters phone number. If the company has a fax, email, or website, it is necessary to fill in this information accurately.
• Business lines: Registered enterprises must fully declare the name and code of the industry they are doing business in (Name and code according to the level 4 industry in the Vietnam Economic Sector System).
• Charter capital: Must be written in both words and numbers, equivalent to foreign currency (if any). Charter capital written in numbers and words must be the same.
• Charter capital: From state budget capital, private capital, foreign capital, etc.
• Information about shares: Including type of shares (common shares, voting preferred shares, dividend preferred shares, etc.), quantity, value (written in numbers, currency unit is Vietnamese Dong – VND), and ratio to charter capital.
• Founding shareholders.
• Shareholders who are foreign investors.
• Authorized representatives of shareholders who are foreign organizations.
• Legal representative: Must fully declare information such as Full name, gender, title, date of birth, ethnicity, nationality, legal documents, permanent address, current address, etc.
• Other information.

In particular, after fully declaring all information according to the form, the legal representative must fully sign at the end of the Application for enterprise registration for a joint stock company. If this signature is missing, the Application for registration will not be approved.

Company charter

According to Article 24 of the Law on Enterprises of Vietnam 2020, the Company Charter has the following main contents:

• Name and address of the company’s head office; branches and representative offices (if any);
• Business lines;
• Charter capital: Total number of shares, types of shares, and par value of each type of share.
• Full name, contact address, and nationality of the company’s founding shareholders. Number of shares, types of shares, par value of each type of share of the founding shareholders;
• Rights and obligations of the company’s shareholders;
• Management structure;
• Number, management titles, and rights and obligations of the company’s legal representatives; Division of rights and obligations of the company’s legal representatives in the case where the enterprise has multiple legal representatives
• Procedures for passing company decisions; principles for resolving internal disputes;
• Basis and method for determining salaries, remuneration, and bonuses of managers and Controllers;
• Cases in which shareholders request the company to buy back their shares;
• Principles for distributing after-tax profits and handling business losses
• Cases of dissolution, dissolution procedures, and procedures for liquidating company assets;
• Formalities for amending and supplementing the Company Charter.

List of founding shareholders, list of shareholders who are foreign investors (declared according to Form No. 07, 08 issued with Circular 68/2025/TT-BTC)

List of founding shareholders of a joint stock company

• Name of founding shareholder;
• Personal information of individual founding shareholder (in case there is no personal identification number).
• Information of organizational founding shareholder: Head office address; Legal documents.
• Contributed capital: Total number of shares; Percentage; Type of shares; Time of capital contribution.
• Signature of founding shareholder.

List of shareholders who are foreign investors:

• Name of foreign investor shareholder;
• Personal information of foreign individual shareholder: Date of birth; Gender; Nationality; Current residence; Permanent address; Legal documents.
• Information of foreign organization shareholder: Head office address; Legal documents.
• Contributed capital: Total number of shares; Percentage; Type of shares; Time of capital contribution.
• Signature of foreign investor shareholder.

Some other documents

• List of beneficial owners (declared according to Form No. 10 issued with Circular 68/2025/TT-BTC);
• Copy of the certificate of establishment of the organization for owners, members, and shareholders who are organizations;
• Copy of the investment registration certificate;
• Add a list of beneficial owners (if any);
• In case the owner, member, shareholder, legal representative, authorized representative of the owner, member, or the shareholder is an organization, declaring the personal identification number, the enterprise registration dossier does not include copies of legal documents of these individuals.

Procedures for establishing a joint stock company

Step 1: Submit the company establishment documents to the business registration agency under the Department of Finance, where the company plans to have its head office, at the national portal on enterprise registration at the website: https://dangkykinhdoanh.gov.vn/;

Step 2: The business registration authority receives and processes the documents.

Step 3: Send notification of additional or revised documents (if the documents are not complete or valid) within 03 days from the date of receiving the documents;

Step 4: Return the results of document processing.

• If the document is valid: Issue an enterprise registration certificate;
• If the document is invalid: Notice of refusal to issue an enterprise registration certificate, stating the reason for refusal.

Notes when establishing a joint stock company

• Clearly define the business lines of the enterprise, consider business conditions in relevant legal regulations for conditional business lines;
• Determine appropriate and realistic charter capital levels, avoid false declaration of charter capital, and types of assets contributed to establish the company;
• Do not locate the company headquarters in an apartment or collective house for residential purposes;
• Initial tax declaration and registration within 10 days from the date of issuance of the enterprise registration certificate. From January 1, 2026, businesses do not need to declare and register for business license tax according to the new regulations of Resolution 198/2025/QH15.

Above is an analysis of the documents for joint stock company formation in Vietnam. If you have any related questions or need advice on legal regulations, please contact Viet An Law for the best support!