Establishing a joint stock company is one of the first jobs of the start-up process, setting up a joint stock company will include the initial main tasks such as preparing documents, submitting the application for company establishment, receiving the registration certificate. certificate of establishment of a joint-stock company, registration of seal… So what is the law on procedures for establishing a joint-stock company?

1. Conditions for establishment of a joint stock company

* Conditions on the name of the joint stock company

– The name of the company must not be identical or confusing with the name of a pre-registered enterprise in the whole country, specifically:

• Business name must have full Vietnamese name but not required to have name in foreign language or initials.
• Vietnamese names are specified in Article 37 of the Enterprise Law.
• The name of the enterprise in a foreign language and its abbreviation are specified in Article 39 of the Law on Enterprises.

In addition, the name of the enterprise must not violate the prohibitions, must not have the same name and must not cause confusion as prescribed in Articles 38 and 41 of the Law on Enterprises.

– The name of the joint stock company to be established will be consulted by Khoa Tin’s lawyer, preliminary search, based on the results of the search, the lawyer will offer solutions for customers to choose the company name. appropriate and desirable.

* Conditions on company headquarters

– When establishing a joint stock company, there must be a transaction office. The headquarters of a joint-stock company must not be an apartment or a collective area.

• The head office of the enterprise is located in the Vietnamese territory, is the contact address of the enterprise and is determined according to the geographical boundaries of the administrative unit; have phone number, fax number and email (if any).
• The headquarters of the Joint Stock Company must not be an apartment building or a collective area built solely for the purpose of living.​

* Conditions on business lines

– When establishing a joint-stock company, the industry will have to follow the national economic industry code.

– For conditional occupations, the following conditions must be satisfied to be established, such as the level of registered capital and the practice certificate to be eligible for operation.

– Depending on the requirements of the client, the lawyer will advise on the specific conditions of each business line of the business.

* Conditions on charter capital/legal capital

– Charter capital is the amount of capital contributed or committed by shareholders within a certain period and recorded in the company’s charter. Enterprises are responsible for their registered charter capital. The company’s charter capital is related to the amount of license tax to be paid. The consulting lawyer will be specific to the business.

– Legal capital is the minimum capital required by law to establish an enterprise. Legal capital applies to a number of conditional business lines.

* Conditions on company shareholders.

– Establishment of a joint stock company by at least three founding shareholders

– Shareholders must satisfy the general provisions of the Enterprise Law 2020.

2. Procedures for setting up a joint stock company

To get a joint stock company business license, you need to prepare a full dossier as well as understand what the conditions for establishing a joint stock company will include. Understanding the difficulties when opening a joint stock company of enterprises, Khoa Tin Law Firm would like to share the important papers, documents and steps, fully meeting the conditions for registration of company establishment. share.

2.1. Prepare documents for the establishment of a joint stock company

–  Prepare 03 IDs/Passports/citizen IDs notarized copy not older than 3 months of all capital contributing shareholders.

– Preparation of declaration of information on the establishment of a joint stock company:

+ Prepare to name joint stock company: Company name will start with: Joint Stock Company + Own name.

For example: Minh Khang Trading Service Joint Stock Company, Hoang Anh Trading Production Joint Stock Company.

+ Prepare the address of the joint stock company: Select the company address with house number, street, neighborhood, district. district… clear. Addresses are not allowed on floors of apartments with residential functions, only on floors of apartments with commercial business functions.

+ Prepare to register actual business lines for the company.

+ Prepare to register the charter capital: Register the charter capital of over 10 billion to pay the license fee of 3 million/year. Register a charter capital of 10 billion or less and pay a license fee of 2 million/year.

+ Prepare the legal representative who is among the shareholders? Or you can choose another person who is not on the list of capital contributors to be the legal representative (the legal representative can hold the title of Director/General Director/Chairman of the Board of Directors or Chairman of the Board of Directors). other managerial positions as stipulated in the company’s charter).

2.2. Profile of a joint stock company

For the type of joint stock company (Minimum 03 shareholders and unlimited maximum number of shareholders, can become a public company, participate in the stock market). So what does it take to set up a joint stock company?

– ID card/Passport/Citizen identity card (notarized copy not older than 3 months of all shareholders contributing capital to establish joint stock company)

– Application form for the establishment of a joint stock company.

– Charter of joint stock company

– List of shareholders contributing capital

3. The process of establishing a joint stock company

It can be seen that the process of establishing a joint stock company will be more difficult for some businesses just starting up. Therefore, finding the type of conditions, procedures as well as steps to establish a joint stock company is extremely important, avoiding violations of the law and lack of records leading to loss of time and costs during the establishment process.

– Step 1: Prepare information and documents to establish a joint stock company as instructed above.

– Step 2: Drafting and completing the application for the establishment of a joint stock company

– Step 3: Submit the set of documents to establish a joint stock company as instructed above to the business registration office of the province/city of the host country.

– Step 4: Receive the business registration certificate as a result (If the profile is complete and correct).

– Step 5: Carry out the procedures for engraving the enterprise seal + Announce the seal sample on the national registration portal.

– Step 6: Open a bank account + Notify the bank account number to the business registration agency.

– Step 7: Register for electronic tax payment with the tax authority and the bank confirming the registration of electronic tax payment.

– Step 8: Pay license tax online by using electronic digital signature to pay license tax for businesses.

– Step 9: Go to the local tax office to conduct the initial tax declaration, submit the initial tax return, submit the invoice printing order, receive the invoice printing order, invoice printing, and invoice issuance notice. invoice, and finally issued a VAT invoice).

– Step 10: Make tax reports, and make monthly, quarterly and annual books. In this period and later, enterprises are required to have at least 01 qualified accountant.

4. Result of procedure implementation

The result of carrying out the procedure is the Certificate of Business Registration.

5. Procedure time

Time: 03 working days from the date the Business Registration Office receives the valid application.

Above is Khoa Tin‘s advice on procedures for setting up a joint stock company in Vietnam.

In case customers have unclear issues or need to discuss further, please call us immediately at 0983.533.005 for a free consultation.

Best regards./.