Consultant to establish a joint stock company

Consultant to establish a joint stock company
07 Feb 2018

What is a joint-stock company?

Article 110 of the Law on Enterprises of Vietnam stipulated:

1. A joint-stock company is a enterprise of which:

a) Charter capital is split into multiple units of equal value called shares;

b) Shareholders may be organizations and individuals; the minimum quantity of shareholders is 03; the maximum quantity is not restricted.

c) Shareholders are only liable for the enterprise’s debts and other liabilities up to the value of capital contributed to the enterprise;

d) Shareholders are entitled to transfer their shares to other persons, except for the cases in Clause 3 Article 119 and Clause 1 Article 126 of this Law.

(Clause 3 Article 119: 

Within 03 years from the issuance date of the Certificate of Business registration, founding shareholders may transfer their shares to other founding shareholders; they may transfer their ordinary shares to people other than founding shareholders if approved by the General Meeting of Shareholders. In this case, the transferring shareholders do not have right to vote on the transfer of such shares.

 

Clause 1 Article 126:

Shares may be freely transferred, except in the cases mentioned in Clause 3 Article 119 of this Law and the cases in which shares is restricted from transfer prescribed by the company’s charter. Where the company’s charter contains regulations on restriction on shares transfer, these regulations are only effective when they are written on the corresponding shares.)

2. A joint-stock company has its legal status from the issuance date of the Certificate of Business registration.

3. Joint-stock companies are entitled to issue various types of shares to raise capital.

 

Characteristic

– Charter capital is split into multiple units of equal value called shares

– Shareholders are only liable for the enterprise’s debts and other liabilities up to the value of capital contributed to the enterprise.

– Shareholders are freely transferring their shares to other persons, except for the cases in Clause 3 Article 119 and Clause 1 Article 126 of the Law on Enterprise of Vietnam.

– A joint-stock company has its legal status from the issuance date of the Certificate of Business registration

– Joint-stock companies are entitled to issue various types of shares to raise capital.

 

Dossier of registration for the establishment of a joint-stock company

Normally, a dossier of registration for the establishment of a joint-stock company include:

1.Application for enterprise registration

2.Company charter (with signature of the members contributing shares)

3.List of founding shareholders, enclosed with:

– For shareholders being individuals: copy of ID card, passport or other lawful personal identification

-For shareholder being organizations: copy of the establishment decision, Certificate of Business Registration or other equivalent document of the authorized organization, ID card, passport or other lawful personal identification of the authorized representative

– For shareholders being foreign organizations: copy of the  Certificate of Business Registration must be certified by the agency where the organization has registered no more than 3 months before the date of submission of the business registration dossier

4.Certificate of Investment Registration for cases where enterprises are established or jointed by foreign investors or foreign-invested economic organizations

5.Written certification by the competent agency or organization of the company conducting business in the profession, which, according to the provisions of law, must have legal capital.

6. In case, the owner or legal representative of the enterprise is not the one who directly submits the dossier, the authorized person must submit a valid copy of one of the personal identification papers (1. For Vietnamese citizens: Valid citizen identification or identify card of Vietnamese passport. 2. For foreigners: Foreign passport or paper valid for the replacement of valid foreign passports.), enclosed with:

– A valid copy of the contract of service provision between the founder of the enterprise or the enterprise and the service-providing organization carrying out procedures relating to the registration of the enterprise and a letter of introduction of the organization to the person directly conducting the procedure related to the registration of the enterprise.; or

– Written authorization in accordance with the law for individuals to carry out procedures related to the Certificate of Business registration.

 

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Vietnam Legal

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