The most standard procedure for establishing a joint stock company (2024)

The procedure for establishing a joint stock company is an important process, requiring strict compliance with current legal regulations. Mastering the steps in this process helps businesses save time, costs and ensure legal business operations from the beginning. The following article will guide the current process of establishing a joint stock company, from preparing documents to post-registration procedures.

The most standard procedure for establishing a joint stock company (1)

What is a joint stock company?

A joint stock company is a popular type of business today, specifically regulated in the Law on Enterprises 2020. Accordingly, a joint stock company is an enterprise with the following characteristics:

Charter capital is divided into equal parts called shares;
Shareholders can be organizations or individuals; The minimum number of shareholders is 03 and there is no limit to the maximum number;
In a joint stock company, shareholders are only responsible for the debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise;
Shareholders have the right to freely transfer their shares to others, except for the cases specified in Clause 3, Article 120 and Clause 1, Article 127 of the Law on Enterprises 2020.
A joint stock company has legal status from the date of issuance of the Business Registration Certificate.
A joint stock company has the right to issue shares, bonds and other securities of the company.

Legal basis: Article 111 of the Law on Enterprises 2020.

Procedure for establishing a joint stock company

Application for registration of establishment of a joint stock company

The procedure for establishing a joint stock company begins with preparing business registration documents.

The registration dossier to establish a joint stock company includes the following documents:

Application for business registration according to the form in Appendix I-4 issued with Circular 01/2021/TT-BKHDT;
Company charter;
List of founding shareholders; list of shareholders who are foreign investors;
Copies of the following documents:

Personal legal documents for founding shareholders and shareholders who are foreign investors who are individuals and legal representatives;
Legal documents of the organization for shareholders who are organizations and documents appointing authorized representatives; Legal documents of individuals for authorized representatives of founding shareholders and shareholders who are foreign institutional investors.

For members and shareholders who are foreign organizations, copies of the organization’s legal documents must be consular legalized;

Order and procedure for establishing a joint stock company

Procedures for registering a joint stock company are carried out as follows:

For direct submission or via postal service:

Step 1: The enterprise submits an application to register to establish a joint stock company at the Business Registration Office where the branch headquarters is located.
Step 2: The Business Registration Office gives a Receipt of receipt of the application to the applicant.
Step 3: The Business Registration Office checks the validity of the dossier and issues the Joint Stock Company Registration Certificate within 3 days of receiving the valid dossier.

In case the dossier is not valid, the Business Registration Office will notify the enterprise in writing of the content that needs to be amended and supplemented to proceed with the amendment and supplementation.

For electronic registration using public digital signatures:

Step 1: Declare information, submit documents and pay registration fees and charges.

Enterprises declare information, download electronic documents, authenticate registration documents to establish joint stock companies via the electronic information network and pay fees and charges according to the process on the National Information Portal. about business registration.

Step 2: Receive the registration application receipt.

After completing the submission of the business registration application, the applicant will receive a receipt for the registration application to establish a joint stock company via the electronic information network.

Step 3: The Business Registration Office issues registration to establish a joint stock company.

The Business Registration Office issues registration to establish joint stock companies and notifies businesses of the registration to establish joint stock companies.
In case the dossier does not meet the conditions, the Business Registration Office will send a notice via electronic information network to the enterprise to request amendments and supplements to the dossier.

The most standard procedure for establishing a joint stock company (2)

For registration via electronic information network using Business Registration Account:

Step 1: Submit application via electronic information network

Enterprises use the Business Registration Account to declare information, download electronic documents and authenticate registration documents to establish joint stock companies via electronic information networks and pay registration fees and charges. according to the process on the National Information Portal on business registration.
In case of authorization to carry out registration procedures via electronic information network using the Business Registration Account, the authorization document must have contact information of the authorizer to authenticate the submission of online registration documents. electronic information.

Step 2: Receive the registration application receipt

After completing the submission of the registration application, the applicant will receive a receipt of the business registration application via the electronic information network.

Step 3: The Business Registration Office issues registration to establish a joint stock company.

The Business Registration Office issues business registration to businesses in case the application is eligible and notifies the business about granting registration to establish a joint stock company.
In case the dossier does not meet the conditions, the Business Registration Office will send a notice via electronic information network to the enterprise to request amendments and supplements to the dossier.

Processing time is 03 days from the date of receipt of complete and valid documents

Legal basis: Article 32, Article 34, Article 44, Article 45 of Decree 01/2021/ND-CP on business registration.

Cost of establishing a joint stock company

Costs for establishing a joint stock company include fees and charges as prescribed by law.

Pursuant to the Table of fees and business registration fees issued together with Circular No. 47/2019/TT-BTC dated August 5, 2019 of the Minister of Finance stipulating the collection rates, collection, payment, and management regimes. Management and use of fees for providing business information, business registration fees, and business establishment registration fees are prescribed as follows:

Business registration fee: 50,000 VND/time.
Fee for publishing business registration content: 100,000 VND/time.

Fee exemption for cases of electronic registration or establishment registration on the basis of conversion from business households.

Pursuant to Article 37 of Decree 01/2021/ND-CP, the method of payment of fees and charges is prescribed as follows:

The person submitting the business registration application pays the business registration fees and charges at the time of submitting the business registration application.
Business registration fees and charges can be paid directly at the Business Registration Office or transferred to the Business Registration Office account or using electronic payment services.

It should be noted that the business registration fee is not refunded to the business in case the business is not granted business registration. In case the enterprise is not granted business registration, the enterprise will be refunded the fee for publishing the business registration content.

Procedures need to be followed after registering a company

After completing establishment registration, the joint stock company needs to carry out a number of important procedures. Typical issues of concern are:

First, the company must engrave the seal and notify the seal sample to the business registration agency. This helps companies use seals in transactions, contracts and legal documents.
Next, the company needs to open a bank account to perform financial transactions and pay charter capital.
Labor registration and social insurance for employees are the next mandatory procedures. The company must register with the social insurance agency within 30 days of starting operations.
In addition, the company needs to publish the business registration content on the National Business Registration Portal, ensuring transparency and compliance with legal regulations.

During its operation, a joint stock company must comply with regulations on accounting, taxes and financial reporting. This includes preparing and submitting annual financial reports, declaring and paying periodic taxes in accordance with the law. The company also needs to regularly update and comply with new regulations on corporate governance, labor, environment and other related fields.

The most standard procedure for establishing a joint stock company (3)

Consulting services for establishing joint stock companies

Long Phan’s joint stock company establishment consulting service provides professional support during the business registration and establishment process.

The scope of work performed in the service includes:

Review and advise on the plan to establish a joint stock company, ensuring feasibility and compatibility with the business goals of the enterprise
Consulting on documents and procedures for establishing joint stock companies;
Drafting documents to register a joint stock company;
Consulting on amending and supplementing documents to establish a joint stock company;
On behalf of the company, prepare documents and carry out procedures to register a joint stock company with competent state agencies;
Monitor application processing progress, receive and return results directly to customers.

The procedure for establishing a joint stock company requires careful preparation and strict compliance with legal regulations. From preparing documents to implementing registration procedures, each stage plays an important role in laying a solid foundation for the business. With the above detailed instructions, we hope that customers will have more useful information to establish a joint stock company smoothly and effectively. Please contact Long Phan via hotline 0906735368 for advice and support.