A joint stock company is an enterprise in which: The charter capital is divided into equal parts called shares; Shareholders can be organizations and individuals; minimum number of shareholders is 03 and unlimited maximum number; Shareholders are only responsible for debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise; Shareholders are free to transfer their shares to other people, except for the cases specified in Clause 3, Article 119 and Clause 1, Article 126 of the Enterprise Law as follows.
Within 03 years from the date on which the company is granted an enterprise registration certificate, founding shareholders are free to transfer their shares to other founding shareholders and only transfer ordinary shares. and for those who are not founding shareholders if so approved by the General Meeting of Shareholders. In this case, shareholders intending to transfer shares may not vote on the transfer of such shares.
1. The steps to set up a joint stock company in 2020 are as follows:
Step 1: Prepare information, papers establishing joint stock companies
– Company name: Do not use a name that is identical or confusingly similar to the name of a registered enterprise.
– Head office of an enterprise: is a contact point of an enterprise in the territory of Vietnam, with an address determined to include house number, niche, alley, lane, street, street, or village, hamlet, hamlet or commune , wards, townships, districts, towns, provincial cities, provinces and centrally run cities; telephone number, fax number and email (if any).
– Business lines: Ensuring to be included in the system of national economic branches or specialized laws, not banned from business investment.
– Charter capital: This is important information when registering because it is directly related to the asset obligations of the shareholders. As a rule, the time for shareholders to contribute sufficient capital to register to buy is 90 days from the date of being granted business registration certificates.
– Legal representative: Full 18 years or older with full capacity for civil acts; Foreigners must be confirmed permanent residence in Vietnam during their term of office and have a temporary residence card in accordance with the law; Must have professional qualifications or practical experience in business administration or the industry of the company being traded; does not fall into the prohibited cases of being the legal representative in accordance with the Law on Enterprises.
– Information about founding shareholders (requires at least 03 shareholders): Identity card / Citizen card / Passport / Business registration certificate / Business registration certificate (shareholder being an organization)
2. Components of file for setting up a joint stock company:
– Application form for registration of establishment of a joint stock company (in the form of Appendix I-4 of Circular 02/2019 / TT-BKHDT)
– Charter of the joint stock company;
– List of founding shareholders (in the form of Appendix I-7 of Circular 02/2019 / TT-BKHDT).
– People’s identity card / Citizen identity card or shareholder’s passport;
– Business registration certificate / Business registration certificate for the organization (except for the case that the organization is a Ministry / People’s Committee of a province or city) and enclosed with personal identification papers, authorization decisions of the authorized representative of the group function
– Decision of capital contribution of institutional shareholders
– Power of attorney for the person to carry out the procedures for establishing the enterprise.
Step 2. Draft and complete the joint stock company establishment file as instructed above.
Step 3: – Apply online via the National Business Registration Portal at: https://dangkykinhdoanh.gov.vn.
– Submit the dossier of establishment of a joint stock company as per the above guidance to the business registration office of the province / city where it belongs.
Step 4: Receive the result of the certificate of business registration within 3 working days from the date of receipt of the application, the Business Registration Office shall complete the settlement result and transfer it to the One-stop-shop office for business registration to return the results. (if the records are complete and accurate) .N
Step 5: Implement procedures to engrave the circle of the enterprise + Notify the seal sample on the national registration portal.
Legal grounds:
– Enterprise Law 2014;
– Decree 78/2015 / ND-CP dated September 14, 2015 on enterprise registration;
– Circular No. 20/2015 / TT-BKHDT dated December 1, 2015;
– Circular 02/2019 / TT-BKHDT dated January 8, 2019.
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