Registering a joint stock company in Vietnam can be a seamless process if you follow the right steps. This guide will walk you through the necessary procedures and provide insights to help you successfully register your company via the National Business Registration Portal.
Methods of Implementation
When it comes to registering your new joint stock company, the National Business Registration Portal offers three convenient methods:
- Direct Registration at the Business Registration Office
- Registration via Postal Service
- Online Registration via the National Business Registration Portal (https://dangkykinhdoanh.gov.vn)
- Choose the method that best suits your needs and proceed with the registration.
Number of Required Documents
Prepare one complete set of documents for submission.
Authorization for Business Registration Procedures
a) Authorization to an Individual
If you authorize another individual to handle the business registration procedures, include a power of attorney and a copy of the individual’s legal documents in the dossier. Notarization is not required.
b) Authorization to an Organization
When authorizing an organization, include a copy of the service contract, an introduction letter from the organization for the individual directly performing the registration, and copies of the individual’s legal documents.
c) Authorization to a Public Postal Service Provider
If using a public postal service provider, the postal staff must submit a copy of the submission receipt, signed by both the postal staff and the authorized person.
d) Authorization to a Non-Public Postal Service Provider
When using a non-public postal service provider, include a copy of the service contract, an introduction letter from the organization for the individual directly performing the registration, and copies of the individual’s legal documents.
Processing Time
The Business Registration Office will review the dossier within three working days from receipt. If valid, they will issue the Business Registration Certificate. If invalid, they will notify the necessary amendments or supplements in writing. If rejected, they will provide a written explanation.
Required Documents
- Business Registration Application Form
- Company Charter
- List of Founding Shareholders and List of Foreign Investors (for joint stock companies)
- Copies of the following documents:
- Legal documents of the individual representing the company
- Legal documents of founding shareholders and foreign investors who are individuals; legal documents of the organization for founding shareholders and foreign investors who are organizations; legal documents of the individual representing the authorized organization and the authorization document
- Investment registration certificate for enterprises established or participated by foreign investors or foreign-invested economic organizations
Forms to Use
Appendix I-4: Business Registration Application Form for Joint Stock Company (Circular No. 01/2021/TT-BKHDT on Business Registration Guidance)
Appendix I-7: List of Founding Shareholders of Joint Stock Company
Appendix I-8: List of Foreign Investors
Appendix I-10: List of Legal Representatives/Authorized Representatives
Company Charter: Charter of the Joint Stock Company
Direct Registration at the Business Registration Office
If the dossier is complete and valid, the Business Registration Office will issue the Business Registration Certificate within three working days. If the dossier is insufficient, the Business Registration Office will notify the necessary amendments or supplements in writing within three working days.
Notes
No additional fees are required for amendments or supplements to the dossier.
For electronic payment of publication fees via the internet, once the dossier is approved, the business will receive an email containing the electronic receipt.
If the online registration dossier is not approved, the user will be refunded the business registration publication fee paid.
The process of registering a new joint stock company is straightforward if you follow the regulations and prepare a complete dossier to ensure the validity of your company. Wishing you success in your new business venture.
Legal Consequences of Non-Compliance: A Case Study
Failure to comply with legal requirements during the establishment process can lead to disputes among company members. Here is a case study that illustrates the importance of proper compliance:
Case Summary: People’s Court of Ho Chi Minh City
Case No. 02/2023/KDTM-PT, Date: January 5, 2023 (Click here)
Dispute: Capital Contribution and Establishment of a Company
Plaintiff: Mr. Doan Trong T, represented by Ms. Nguyen Thi Kieu Tr
Defendants: Mr. Nguyen Tien D, Mr. Pham Xuan S
Case Details
Background:
Mr. Doan Trong T and the defendants established a company with a registered capital of VND 20 billion. Mr. T contributed VND 8 billion, while each defendant contributed VND 6 billion. However, Mr. T claimed he provided the entire capital and the defendants were only nominal shareholders.
Dispute:
The dispute arose when Mr. T accused the defendants of failing to contribute their share of the capital and demanded the return of assets and removal of the defendants’ names as company members.
Court Proceedings:
The court reviewed evidence, including financial records, contracts, and testimonies. The defendants provided documents showing their contributions through various financial transactions and business operations.
Court Decision:
The court found that the defendants had indeed contributed their share of the capital and dismissed Mr. T’s claims. The court upheld the legal standing of the company as originally registered, with Mr. T holding 40% and each defendant holding 30% of the shares.
Conclusion
This case underscores the importance of complying with all legal and financial requirements during the company registration process. Proper documentation and transparent financial transactions are crucial in preventing disputes and ensuring smooth business operations.
Contact Information
For further assistance, please contact:
Email: legal@unilaw.vn
Phone: +84 (0) 912266811
Website: unilaw.vn
Good luck with your business registration in Vietnam.
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