The process of establishing a public company has become much easier than before. However, preparing the application form for establishing a joint stock company and the procedures after establishment is the most important point in the company establishment procedures. Procedures for establishing a joint stock company A joint stock company is the most popular form of business today because it was born based on the objective needs of socio-economic development that require investment capital. A joint stock company is the only form of company that has the right to issue shares and participate in raising capital on the stock market. At the same time, subjective investors want to take risks in the company and seek higher returns, which is why many investors choose this type.

1. Legal regulations on joint stock companies

The joint stock company type is quite popular in Vietnam and is chosen by many business investors to establish.

1.1 What is a joint stock company?

According to Article 111 of the Enterprise Law 2020, a joint stock company is a company with the following characteristics:

• Share capital is divided into equal parts, called shares.
• Shareholders can be individuals or organizations; The minimum number of shareholders is 03 and the maximum number of shareholders is unlimited.
• Shareholders are only responsible for debts and other financial obligations within the amount of capital invested in the company.
• Shareholders can freely transfer shares to others, except for the cases specified in Articles 3, 120 and 127 of the 2020 Enterprise Law.
• The legal form of a joint stock company begins from the date of issuance of the registration certificate.

The Corporation has the right to issue stocks, bonds and other types of corporate bonds.

1.2 Basic characteristics of a joint stock company

a, Characteristics of charter capital of joint stock companies

The charter of a joint stock company is divided into equal parts called shares.

The value of a stock is called the par value of the stock and is reflected in the stock. A share can correspond to the par value of one or more shares.

Individuals and legal entities have the right to establish joint stock companies under the conditions of law.

According to the provisions of the current Enterprise Law, individuals and legal entities have the right to decide on a certain level of share capital when registering to establish a company.

Individuals and legal entities can determine the company’s share capital based on the following criteria:

• Your financial capacity;
• The scope and level of the company’s operations;
• Actual operating costs of the company after establishment (based on the company’s share capital used for the company’s activities after establishment);
• The project was signed with partner…

Determining share capital also depends on the field of activity in which the company intends to operate.

In some business fields with conditions on legal capital and deposit ratio, the company’s share capital must meet the conditions prescribed by law.

b, Characteristics of legal capital of joint stock companies

Legal capital is the minimum capital of a company established according to State regulations. The state only requires certain professions to have legal capital.

In case a company registers a field of operation that must have legal capital, the share capital of the joint stock company must not be lower than the legal capital of that field of operation. The state does not regulate the maximum capital level.

c, Characteristics of joint stock company deposit capital

Registered deposit capital is required capital, but your company must have actual deposits at the bank to ensure business operations.

Therefore, when registering for operations, a deposit must be made, and the company must have documents proving that the amount has been deposited according to the provisions of law.

The Government regulates specific deposit levels for each industry in legal documents.

1.3 Things to keep in mind when establishing a joint stock company

a, Identify business lines

Most businesses carry out business registration procedures according to standards. However, some lawyers emphasize that commercial activities require professional certification and meeting certain special conditions.

Currently, the law offers three main business directions, which require investors to meet a number of additional requirements for business activities.

Business owners must determine what their business is as they are divided into three categories: incidental business; Business lines with legal capital; Industries that require a Practicing Certificate must prepare a number of additional documents according to industry requirements.

b, Name the company

The name of a joint stock company is determined according to the following principles.

• Joint stock company + Personal name
• Joint stock company + Personal name

When naming a company, you need to check to see if the company name already exists.

The company name also implies its own brand. Choose a suitable name to create your own brand.

c, Determine charter capital before establishing the company

The share capital of a joint stock company at the time of company registration is the aggregate par value of the types of shares registered to buy and recorded in the company’s charter. Therefore, when registering to establish a joint stock company with charter capital, the company’s share capital is when shareholders contribute enough capital during the capital investment period.

According to the Enterprise Law 2020, companies can determine their own share capital. However, you should not set a level that is not true to reality, because if this happens, the company will be fully responsible before the law.

d, Select a representative

The positions that the legal representative can assume are: Company CEO, Chairman of the Board of Members, Chairman of the Board of Directors, Manager, Executive Director and other administrative tasks. Other reasons are stipulated in the company’s charter. New regulations on representatives of the Law

A 2020 enterprise is a limited liability company that can have one or more legal representatives. The company charter regulates the number and job titles of the company’s legal representatives, as well as the rights and obligations.

e, Determine the location of the company’s business headquarters

The company’s headquarters is the company’s contact address in the territory of Vietnam with an exact address, including house number, corner, corner, lane, lane, road, street or hamlet, village, town, or town. small town, small town, district, district. , city, town; phone number, fax number and email address (if any). Companies may not have an address in an apartment or group building.

When choosing a company headquarters, you must pay attention to choosing a building with a red book and a lease contract. If it is an office for rent, you must prove the right to use the headquarters or legal ownership. Tax-related powers are down, inspecting the headquarters.

2. What does the application form for establishing a joint stock company include?

The application form for establishing a joint stock company includes the following documents:

• Application to establish a joint stock company (form appendix I-4 according to Circular 01/2021TT-BKHDT).
• Charter of joint stock company;
• List of founders (form appendix I-7 according to Circular 01/2021TT-BKHDT).
• Identity card/citizen or shareholder identification card;
• Business registration certificate Enterprise certificate/certificate Organization registration certificate (except in cases where the organization is a Ministry/People’s Committee of a province or city) and attached identification documents, Authorization decision of the representative authorized by the organization
• Capital investment decisions of shareholders who are legal entities
• Company authorization letter when you use Viet My’s company establishment service

3. Procedures for establishing a joint stock company

3.1 Draft a sample application for establishing a joint stock company

The sample application for establishing a joint stock company that we mentioned above, readers can refer to in part 2!

3.2 Submit application for Business Registration Certificate and pay business information disclosure fee

Documents for establishing a joint stock company and company information disclosure fees are submitted along with the documents after being signed and approved by shareholders according to regulations. Documents are submitted to the commercial register of the Department of Planning and Investment at the company’s registered office.

The time limit for issuing a business registration certificate is 3 working days.

3.3 Engrave the company’s legal seal

According to this new regulation, businesses will be able to choose the shape of their seal, just need to ensure the minimum information mentioned above and do not need to carry out procedures to announce the seal design before use. However, to ensure consistent use of the company seal, use the regular seal template (district) and include the district where the company’s headquarters is located in case it is necessary when you move headquarters. We recommend that you do not save information about the seal later. For districts, the company seal is not required to be re-engraved.

In addition, according to current regulations of the Enterprise Law 2020, public companies have the right to engrave many seals to serve business activities.

3.4 Company shareholders contribute initial capital

Shareholders of the company must contribute the full amount of registered capital of the company within 90 days from the date of issuance of the Business Registration Certificate. Capital contribution at the time of establishment of a public company is made entirely in cash (capital contribution by bank transfer is required if the contributing shareholders are not associations).

3.5 Complete the steps to establish a business

• Open a company bank account.
• Register for electronic tax payment and electronic tax signature on the Internet.
• Make signs to hang signs for office headquarters.
• Buy electronic digital signatures to make electronic tax payments.
• Proposal to issue electronic invoices.

Joint stock companies are exempt from registration fees and license taxes in the first year of establishment. The tax declaration license for the year of establishment must be available no later than January 30 of the following year.

4. Some tasks to do after establishing a joint stock company

If you don’t want a hefty fine, 13 things companies should consider after going public:

• After establishment, public companies must publish company registration information on the National Company Registration Information Portal. The maximum enforcement period is 30 days from the date of issuance of the business registration license. Any business that does not comply will be fined 1-2 million VND.
• Register for an electronic signature, pay taxes electronically, declare taxes electronically via the Internet. All tax authorities currently require businesses to file tax returns electronically. Therefore, digital signatures are a must for any business. In addition, electronic signatures can now also be used for social security procedures.
• After being granted a business license, the company must prepare an initial tax declaration and submit it to the tax authority where the company is registered.
• Bank accounts are very convenient for businesses to pay taxes. Additionally, bank transfers are mandatory for transactions exceeding 20 million VND, so businesses must also open an account.
• All newly established companies, not just joint stock companies, must have a signboard engraved and displayed at the headquarters. Companies that do not comply will be fined 10-15 million VND and asked to reveal their names if necessary.
• After establishing the company, it will be a mandatory task. The Companies Act 2020 has many new points related to company seals. In particular, businesses no longer have to declare before using the seal form as before.
• If your business is required by law to have a license or certificate of ownership, this is called a sublicense. Companies must apply for a business license and can only do so after receiving permission from the competent authority.
• In a private limited company, the shareholders must pay their dues in full within 90 days of receiving the company’s registration certificate. If a company’s shareholders do not fully pay their contributed capital or share capital on time, then depending on each specific case, the company’s shareholders will be subject to administrative fines.
• A private limited liability company that fails to prepare and maintain a list of shareholders is subject to a fine. In addition to paying fines, the company still must establish and maintain a list of legal members and shareholders. If the business has not yet hired a tax accountant to declare and prepare a preliminary tax declaration, it can use the accounting services of Viet My Accounting to ensure accurate preliminary tax declaration.
• After the invoice printing order is sent within 2-3 days, the tax authority will evaluate the request for approval or not? (In addition, some tax departments require online declaration. Tax management officers can check the head office address before or after making a decision to accept an invoice. The check can be arranged in advance. or unexpectedly, so businesses must arrange staff to be on duty at the office when sending invoices).

5. Frequently asked questions related to the application form for establishing a joint stock company

5.1 Does a joint stock company limit the number of people contributing capital?

A joint stock company only has a minimum requirement of 3 shareholders without a maximum limit on the number of shareholders contributing capital. If the company wants to call for a large number of shareholders to contribute capital, it is entirely possible.

5.2 Is the name of the shareholder listed on the Business Registration Certificate of a joint stock company?

Unlike partnerships and limited liability companies, shareholders of joint stock companies, including founding shareholders of joint stock companies, do not show data (names) on the Business Registration Certificate.

5.3 How is information about shareholders of joint stock companies recorded?

The data of the company’s shareholders are entered in the shareholder register. Therefore, a joint stock company must establish and maintain a list of shareholders from the time of issuing the business registration certificate to the company. The list of shareholders can be an electronic, paper-based database that records information about the shares of the company’s shareholders.

5.4 Does a joint stock company have to hold a General Meeting of Shareholders every year?

The General Meeting of Shareholders is held annually once a year; In addition to the annual meeting, the General Meeting of Shareholders may hold extraordinary meetings.

5.5 Can a joint stock company have many legal representatives?

A joint stock company according to regulations may have one or more legal representatives. The company’s charter stipulates the number, titles as well as rights and obligations of the company’s legal representatives. If a company has more than one legal representative, the company’s Articles of Incorporation determine the rights and obligations of each legal representative. In case the company charter does not clearly stipulate the rights and obligations of each legal representative, the legal representative of each person must be the company’s authorized representative before the parties. Each legal representative must be jointly and severally responsible for damages caused to the company according to the provisions of the Civil Code and other relevant laws.

Above are detailed sample documents for establishing a joint stock company that you can refer to before forming a company and after establishing a company to make the process of implementing company establishment procedures easier and avoid mistakes. leftover. If you are choosing a company to authorize the establishment of a company, you can choose Luat va Ke toan Viet My firm!