How to set up a joint-stock company in Vietnam

The joint-stock company is the most optimal business model for investors who want to expand their business and attract many other investors due to the flexibility in capital contribution procedures. Therefore, Viet An law firm would like to provide customers with some basic information to prepare a complete dossier to set up a company in Vietnam.

Under Article 22 of the Law on Enterprise 2020, A dossier for setting up a joint-stock company includes the following documents:

· An application form for business registration (form in Appendix I-4 of Circular No.01/2021/TT-BKHĐT);

· A company charter (with full name and signature of the founding shareholder being an individual and the legal representative or the authorized representative of the founding shareholder as an organization);

· The list of founding shareholders; the list of shareholders that are foreign investors:

o List of founding shareholders of joint-stock companies (the form prescribed in Appendix I-7 Circular No. 01/2021/TT-BKHDT);

o List of shareholders being foreign investors (the form prescribed in Appendix I-8 Circular No. 01/2021/TT-BKHDT);

o List of authorized representatives for institutional shareholders (the form prescribed in Appendix I-10 of Circular No.01/2021/TT-BKHDT);

• Valid copies of the following papers:
  • Legal documents of founding shareholders and shareholders that are foreign investors who are individuals and legal representatives (these documents are prescribed in Article 11 the Decree 01/2021/ND-CP);
  • Legal documents of shareholders that are organizations, documents about the designation of authorized representatives; legal documents of authorized representatives of founding shareholders and shareholders that are foreign organizations (these documents are prescribed in Article 11 the Decree 01/2021/ND-CP); For legal documents of the members that are foreign organizations, these documents need to be legalized;
  • The Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment.
• Power of attorney in case customers authorizes another individual or organization to carry out a business registration procedure.

After preparing the application, customers can submit it directly to the Business Registration Office – Department of Planning and Investment where the company is headquartered or submit it online through the National Business Registration Portal by a public digital signature or a business registration account. In case of applying with a business registration account, you must still submit a hard copy to the business registration office after declaring fully the information. This agency will issue a business registration certificate to the enterprise if the dossier is valid. In case the dossier is invalid, the Registry will send a notice in writing and indicate the reason.

Besides, the enterprise must publish the enterprise registration information on the National Business Registration Portal following Article 27 of the Law on Enterprises and pay the fee for publishing enterprise registration information and conduct procedures with tax authorities, make a seal, signs, etc.

Viet An law firm has provided customers with some necessary information for A dossier for setting up a joint-stock company above. If customers have any difficulties or need assistance during the application preparation process, please contact Viet An law firm to get the most specific and detailed advice.