Investors today rarely use the sample capital contribution contract to establish a joint stock company to prepare to establish a new company because companies have their own charters. However, compared to the sample capital contribution contract to establish a joint stock company, the content of the charter can only correspond to certain areas of the company’s investment and business activities. The capital investment agreement to establish a joint stock company is important in regulating the relationship between founding shareholders and the conditions for establishment. In addition, the contract is very important from the point of view of the binding conditions between the founding partners in the operation of the company.

1. What is the sample capital contribution contract to establish a joint stock company?

A capital investment agreement refers to a shareholder gifting assets to the company, in which case ownership of the assets is transferred from the shareholder concerned to the company. This transfer of ownership takes place along with the signing of the capital investment agreement. Capital investment agreement is an agreement between an individual or organization on the rights and obligations to invest assets as capital to establish a joint stock company or to invest equity capital of an established company.

Investing capital to establish a company is a contract with its own characteristics, because it is very imprecise in corporate law. According to the provisions of the Civil Code, a capital investment contract to establish a company is a conditional civil contract, the parties to the contract must comply with the issuance of a Company Registration Certificate by the Business Registration Office. (tax code certificate). capital investment bonds.

According to Circular No. 09/2015/TT-BTC, organizations, legal entities and foreigners are the three subjects that must transfer capital to the company. Vietnamese citizens can still invest capital in companies in cash as before.

2. Content sample capital contribution contract to establish a joint stock company

Capital investment is common in everyday life. The purpose of capital investment is also very diverse: it can be buying and selling capital investments, contributing capital to establish a company or contributing capital to invest.

The capital investment agreement of a joint stock company includes the subject of the agreement, price and payment method, amount, term, location, method of implementing the agreement, dispute resolution and legal responsibilities. , the rights and obligations of the parties to avoid breach of contract.

2.1 Subject of the capital contribution contract form to establish a joint stock company

The subject of the capital investment agreement can be a commercial or private company. The minimum number of shareholders participating in establishing a joint stock company is 03 and there is no maximum limit.

2.2 Form of capital contribution contract form to establish a joint stock company

To ensure the legality of the contract, the capital investment contract must be submitted in writing. In the capital investment contract with farming rights, the capital investment contract with farming rights is effective according to the provisions of Article 5 of the 2014 Notary Law. From the time of entering into the contract, the parties must implement rights and obligations to each other as committed in the contract (Article 401 of the 2015 Civil Code). The parties must register changes in land use rights at the Land Registration Office according to Article 188 of the 2013 Land Law.

2.3 Contents of the capital contribution contract form to establish a joint stock company

The capital investment contract must ensure the following conditions:

• Information about capital investors;
• Objectives of the contract;
• Payment methods and payment conditions;
• Rights and obligations of the parties;
• Profit sharing;
• Contract term;
• Dispute resolution plan;
• Some other conditions agreed upon by the parties are not contrary to the provisions of law.

In a joint stock company, the shareholder must pay in full the subscribed amount within 90 days from the date the company’s registration certificate is issued, unless the articles of association or registration agreement Company registration has been issued. Buy stocks in a different, shorter time frame. If shareholders invest in capital assets, this capital investment term does not include import-export transportation and carrying out management activities to transfer ownership of that asset. The Board of Directors monitors and calls on shareholders to pay in full and on time for the shares registered to buy.

The number of votes of shareholders is calculated from the date the company receives the purchase registration certificate and ends on the last day when the company fully pays for the number of shares registered to purchase as prescribed in Clause 1 of this Article. number of shares registered to buy, number of shares registered to buy unless otherwise stipulated in the company charter.

3. Instructions for drafting a sample capital contribution contract to establish a joint stock company

We would like to provide guidance on drafting a sample capital contribution contract to establish a joint stock company. The content of the agreement must be appraised as follows:

Information about the information of the parties involved in establishing the company

Make sure the information is similar to the above sample prepared by us, including detailed information about the capital investor and the investment recipient (parties can be private individuals, legal entities, companies).

The content of contract terms must ensure the following conditions:

• Capital investment assets;
• The value of the funds provided as capital;
• Capital investment term;
• Capital investment purpose;
• Rights and obligations of the parties when entering into a contract, and obligations to perform the contract;
• Methods of resolving disputes related to contracts;
• Conditions for contract performance;
• Contract signing part

The parties carefully review the content of the agreed and agreed conditions in the contract. If there are no problems with the addition, representatives of the parties will sign and stamp the contract.

4. Notes when preparing a sample capital contribution contract to establish a joint stock company

In today’s market, it is very common for individuals to jointly invest capital to establish a company or invest additional capital in the articles of association of an already established company. However, when investing capital, many people do not carefully learn about their rights and obligations when investing capital, making capital investment agreements, leading to loss of rights and even lawsuits.

a, Read carefully the content of the capital investment agreement

The content of the capital investment agreement includes the following contents:

• Signatory: In a capital investment contract, it can be the person signing with an individual or the organization signing with an organization, which must clearly identify the object of the contract.
• If the parties have an agreement in the contract, the amount of investment capital must be clearly defined in the contract content.
• The parties in a capital investment contract must clearly state the payment methods in the contract such as cash, transfer… and agree on a clear price to avoid disputes.
• The parties must agree that the contract clearly states the terms of the contract, the exact location of the contract signing and the methods for implementing the capital investment contract.
• A clear agreement on the rights and obligations of both parties is expressed in the content of the contract. In the capital investment agreement, clearly define the obligations of both parties in the capital investment agreement.
• In the content of the contract, the parties agree on the method of resolving disagreements and the validity of the contract.

b. Cases of using capital investment contracts

* First, invest capital to establish a joint stock company with two or more members

Members must invest capital in the association fully and in accordance with the fund established upon registration within 90 days from the date of issuance of the association’s registration certificate, excluding transportation, import and export time. Increase asset capital, carry out administrative procedures for real estate transfer.

* Second, mobilize capital to establish a joint stock company

Shareholders must pay in full for the number of shares registered to buy within 90 days from the date of issuance of the Registration Certificate, unless otherwise stipulated in the company charter or in the share transaction registration agreement. shorter term. If shareholders invest in capital assets, the time required for import-export transportation and transfer of ownership of that asset will not be included in this capital investment term. The Board of Directors monitors and calls on shareholders to pay in full and on time for the shares registered to buy.

c. Advantages of hiring a lawyer to advise on conciliation and liquidation of construction contracts

The lawyer is experienced and has extensive experience in the field of contracts, so if you have any questions, the lawyer will answer quickly. If you do not clearly understand capital investment contracts and want to draft and advise on capital investment contracts, we will also advise to ensure your rights and wishes.

Helps save time solving problems. When a problem arises, you don’t know how to solve it, where to start, or who to meet to solve it. Everything is advised and guided in detail by lawyers.

6. Frequently asked questions related to application templates

6.1 What conditions must the entity establishing a joint stock company meet?

The entity establishing a joint stock company must ensure sufficient civil capacity and sufficient capital to carry out the registered business purpose.

6.2 What do the documents for establishing a joint stock company include?

Including: application form for company registration, company charter, list of founding shareholders

6.3 Is a joint stock company allowed to freely transfer shares?

According to the provisions of the Enterprise Law and the Joint Stock Company Charter, joint stock companies are allowed to freely transfer shares. The right to freely transfer shares allows shareholders in a company to transfer, sell or buy their shares to third parties they desire.

6.4 Is it possible to increase the charter capital of a joint stock company after establishment?

The company can increase its share capital through a share offering. A share issue is an increase in the number or type of shares of a company that it is allowed to offer for sale to increase its share capital.

6.5 How is the capital contribution period specified in the capital contribution contract to establish a joint stock company?

The company can increase its share capital through a share offering. A share issue is an increase in the number or type of shares of a company that it is allowed to offer for sale to increase its share capital.

LUAT VA KE TOAN VIET MY has researched and selected the most accurate and detailed regulations on the sample capital contribution contract to establish a joint stock company for the parties signing the contract to refer to. However, investors can add content according to their preferences as long as the content complies with the law.