Establishing a Joint Stock Company in Vietnam: Procedures

Short answer: Establishing a joint stock company (JSC) follows this sequence: (1) prepare the dossier (application form, charter, list of founding shareholders, legal documents); (2) file the dossier with the Business Registration Office; (3) receive the Enterprise Registration Certificate within 03 working days; (4) complete post-incorporation procedures (seal, bank account, invoices, tax). Conditions: at least 03 founding shareholders (individuals or organizations); founding shareholders’ ordinary shares may not be transferred during the first 03 years (except transfers to another founding shareholder). Charter capital is self-declared by the company and must be fully contributed within 90 days. Guidance under the Law on Enterprises 2020 (amended by Law No. 76/2025/QH15) and Decree 168/2025/ND-CP.

Legal basis

• Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 (effective from 01/7/2025) — Articles 111–134 (joint stock companies);
• Decree 168/2025/ND-CP on enterprise registration (effective from 01/7/2025).

Conditions for establishing a joint stock company

• Number of shareholders: at least 03 founding shareholders, with no maximum (individuals, organizations);
• Shareholders: full capacity as prescribed; not subject to prohibition on establishing or managing enterprises;
• Charter capital: the total par value of shares sold or registered for purchase upon establishment; self-declared by the company; must be fully contributed within 90 days;
• Company name, head office: the name comprises the enterprise type + proper name, must not be duplicated or confusingly similar; head office address under the new administrative boundaries (34 provinces/cities, commune/ward level);
• Business lines: not on the prohibited list; conditional business lines must satisfy all conditions when operating.

Dossier for establishing a joint stock company

• Application form for enterprise registration using the current form;
• Company charter (signed by the founding shareholders);
• List of founding shareholders using the current form;
• Copies of legal documents of individual founding shareholders; of organizational shareholders (with the document appointing the authorized representative);
• Copy of the legal documents of the legal representative;
• Power of attorney for the dossier filer (if any).

Implementation procedure

Step 1. Agreement and dossier preparation

Founding shareholders agree on: ownership ratios, share classes (ordinary, preference), governance structure (General Meeting of Shareholders, Board of Directors, Supervisory Board/Director); draft the charter and shareholder list; conduct the name search.

Step 2. File the dossier

File with the Business Registration Office under the Department of Finance — in person or online.

Step 3. Receive the result

Processing time: 03 working days; receive the Enterprise Registration Certificate.

Step 4. After establishment

Carve the seal; open a bank account; register for digital signature and e-invoices; complete initial tax declaration; fully contribute capital within 90 days; issue shares (book-entry or certificates); display the signboard.

Distinctive features of a joint stock company to note

• Transfer restriction for the first 03 years: founding shareholders may freely transfer ordinary shares only after 03 years from the date of issuance of the Certificate; during the first 03 years they may transfer only to another founding shareholder (unless approved by the General Meeting of Shareholders);
• Voting preference shares: may be held only by organizations authorized by the Government and by founding shareholders; not transferable;
• Governance structure: General Meeting of Shareholders — Board of Directors — (Supervisory Board or Audit Committee) — Director/General Director; more complex than an LLC;
• Capital mobilization: may offer shares to the public and issue bonds — the most flexible of all enterprise types.

Frequently asked questions

Can 2 people establish a joint stock company?

No — a joint stock company requires at least 03 shareholders. With only 1–2 people, choose an LLC instead.

Can founding shareholders withdraw capital during the first 03 years?

Restricted: ordinary shares may be transferred only to another founding shareholder, unless approved by the General Meeting of Shareholders.

Is a Supervisory Board mandatory for a joint stock company?

A joint stock company may choose its model: with a Supervisory Board or with an Audit Committee under the Board of Directors; the specific structure follows the Law on Enterprises.

Notes on applying current legal provisions

Dossiers and forms follow Decree 168/2025/ND-CP; addresses are recorded under the new administrative units. A JSC charter should be carefully drafted by a lawyer (minority shareholder rights, share transfers, deadlock resolution) to prevent disputes. Contact ANT Legal at 0966.475.966 for assistance.

Common risks to note

• “Borrowing” shareholders to meet the 03-person minimum — ownership disputes;
• Violating the share transfer restriction during the first 03 years;
• A cursory charter lacking mechanisms to protect minority shareholders;
• Failure to fully contribute capital within 90 days.

How can ANT Legal help?

ANT Legal advises on shareholding structure, drafts charters and JSC incorporation dossiers; carries out registration procedures and advises on post-incorporation governance. For quick advice, please contact our lawyers at 0966.475.966.

Related articles

• Should you establish an LLC or a joint stock company in Vietnam?
• Procedures for converting from a limited liability company to a joint stock company
• Procedures for transferring contributed capital in a multi-member limited liability company
• Sample decision on establishing a joint stock company in Vietnam
• Company and enterprise establishment services nationwide in Vietnam