The procedures for establishing a joint stock company with 100% Vietnamese capital are applied according to the Enterprise Law 2020 and related guiding documents. Accordingly, LMP would like to share some information on the establishment of a joint stock company.
A. Matters to be kept in mind when planning to establish a joint stock company with 100% Vietnamese capital
1. Conditions to be noted
(a) Conditions on the name of a joint stock company
(i) The Vietnamese name of the enterprise consists of two elements in the following order:
– Type of enterprise;
– First name.
(ii) The type of enterprise is written as “công ty trách nhiệm hữu hạn” or “công ty TNHH” in the case of a limited liability company; be written as “công ty cổ phần” or “công ty CP” in the case of a joint stock company; written as “công ty hợp danh” or “công ty hợp danh” in the case of a partnership; written as “doanh nghiệp tư nhân”, “DNTN” or “doanh nghiệp TN” for private enterprises.
(iii) first names are written with letters of the Vietnamese alphabet, letters F, J, Z, W, numbers and symbols.
(iv) The enterprise name must be affixed at the head office, branch, representative office and business location of the enterprise. The business name must be printed or written on transaction papers, documents and publications issued by the business.
(b) Legal capital requirements
Legal capital is the minimum capital required by law to establish an enterprise. Legal capital applies to a number of conditional business lines.
(c) Conditions on company shareholders
A joint stock company must have at least three founding shareholders. Shareholders must satisfy the general provisions of the Enterprise Law.
2. Application for registration of establishment of a joint stock company
The application includes the following documents:
(a) An application for enterprise registration.
(b) Charter of the company.
(c) List of founding shareholders;
(d) Certified true copies of the following documents:
(i) Legal documents of the individual for the legal representative of the enterprise;
(ii) Legal documents of individuals for founding shareholders being individuals; legal documents of the organization for founding shareholders being organizations; legal documents of individuals for authorized representatives of founding shareholders being organizations and documents of appointing authorized representatives.
3. Authority handling application for the establishment of a joint stock company
Department of Planning and Investment of the province or city where the enterprise is registered.
4. Processing time for establishment of a joint stock company
Within 03 working days from the date of receipt of the application, the business registration agency shall consider the validity of the enterprise registration dossier and issue the enterprise registration; In case the application is not valid, the business registration agency must notify in writing the contents that need to be amended and supplemented to the enterprise founder. In case of refusal to register an enterprise, it must notify in writing the enterprise founder and clearly state the reasons therefore.
5. Make a seal for the company
After being granted a business registration certificate, the enterprise will contact the competent unit to make a seal for the company.
B. The scope of works of LMP Lawyers, the disadvantage if the client do it by themselves, the advantages if client is supported by LMP Lawyers
1. Scope of works
For registration of establishing the company, LMP Lawyers shall assist clients in performing the following tasks:
(a) Advising clients on legal issues related to the content of establishing the company;
(b) Preparing a list of documents and information to be provided by the client in order to draft a dossier that complies with the law and the licensing authority’s requirements;
(c) Submitting the dossier on behalf of the client to the licensing authority;
(d) Monitoring the status of the application, promptly discussing with the processing officer as soon as additional adjustments are required;
(e) Receiving results on behalf of the client and delivering the results to the client.
2. Disadvantage if clients do it themselves
With many years of experience in assisting businesses to establish the company, LMP realize that clients may face the following risks if clients carry out the procedures for establishing the company by themselves:
(a) The fact that legal documents are not clear or a provision of this legal document can be amended, supplemented, replaced or guided by other legal documents may cause difficulties to the client in determining the legal basis for the proceeding.
(b) Clients may not declare correctly as required by law and competent authority due to inexperience in filing documents. This makes clients take a long time to complete the procedure, affecting the progress of implementing the client’s business plans.
(c) The client misidentifies the competent authority to receive the application for establishing the company.
(d) The client does not closely monitor the application processing situation, leading to the inability to promptly handle the adjustment and supplement of the dossier upon request from the licensing authority.
3. Advantage if supported by LMP Lawyers
When clients are supported by LMP Lawyers, clients will receive the following advantages as follows:
(a) Clients save a lot of time in the licensing procedure because clients simply have to provide LMP with the information and documents required by LMP.
(b) The procedure is carried out quickly and accurately and in compliance with the law.
(c) Getting enthusiastic advice and support from LMP Lawyers’ experienced professionals.
Note: The content presented above is for reference only. The aforementioned content may no longer be relevant depending on the time and audience. For any detailed consultation requests, please contact LMP Lawyers.