Form of decision to establish a joint stock company i...

Form of decision to establish a joint stock company in Vietnam is legal content that readers often need to check carefully before implementing it in practice. This article has been systematized by ANT Legal in an easy-to-understand way, helping individuals and businesses understand the main issues, common risks and appropriate solutions.

The joint stock company type is a chosen type with many advantages; If the company wants to mobilize large capital and human resources to develop production and business. So, the sample problem is how to decide to establish a joint stock company? Latest decision form; Who has the authority to sign the decision are questions of current concern. ANT Legal would like to give its advice on the above issue.

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Legal basis

Law on Enterprises 2020

Decree 01/2021/ND-CP

Is it mandatory to submit a decision to establish a joint stock company to state agencies no?

The decision to establish a joint stock company is one of the documents required by law; required to establish a joint stock company according to Article 22 of the Law on Enterprises 2020.

It can be seen that the decision to establish a joint stock company must be submitted to a state agency. According to Decision 855/QD-BKHDT, the components of the dossier to establish a joint stock company include:

1/ Application for registration of business establishment;

2/ Draft of the company charter (including full name and signature of founding shareholders who are individuals; legal representative or authorized representative of founding shareholders who are organizations organization).

3/ List of information of founding shareholders:

List of founding shareholders prepared according to the form;
List of shareholders who are foreign investors according to the form;
List of authorized representatives (of shareholders who are foreign organizations) according to the form; sample;

4/ Commitment to implementing social goals; environmental protection goals (for social enterprises);

5/ Decision of the competent authority approving the transfer of social protection facilities and social funds; charity fund into a social enterprise (for cases of converting a social protection facility, social fund, charity fund into a social enterprise);

6/ Legal copies of the following documents:

ID card or citizen identification card or valid passport of shareholders.
Business registration certificate (except in cases where the organization is a state agency) and authorization document accompanied by personal identification documents of the organization’s authorized representative.
Investment registration certificate in case the enterprise is established; or has the participation and establishment of foreign investors; or with the participation of foreign-invested economic organizations according to the provisions of the Investment Law and its guiding documents.

7/ For cases where the owner of the business is not directly submitting the application; The authorized person must submit a valid copy of one of the following personal identification documents:

For Vietnamese citizens: Identity card; or Valid citizen identification card or passport.
For foreigners: Foreign passport or valid documents replacing a valid foreign passport according to Vietnamese law.

Attached is a document authorizing the individual to carry out procedures related to business registration (notarization or authentication is not required).

Why must there be a decision to establish a joint stock company?

The first,decide to establish a joint stock company; is one of the required documents in the company establishment procedure. Because this is an important document; for the competent authority to approve and review whether it meets the conditions to establish a company according to the law.

Monday,Decide to establish a company as an outline including the main contents of the company; Includes information such as:

Based on previous meeting minutes;
transparent and detailed public content;
have information about the person responsible for managing the capital;
Full signatures of the founding members.

The fact that a decision fully includes such basic information; is the basis for state agencies to control company information; Partners and customers will know the company’s information.

Therefore, the decision to establish a joint stock company is an important document; required to establish a joint stock company.

Note on Applying Current Legal Regulations

This article belongs to the Business & M&A group and is presented for reference purposes, helping readers understand the legal issue at an overview level before preparing a dossier or carrying out a transaction.

Legal regulations may vary depending on the timing, locality, type of dossier and specific circumstances. If you need to determine the exact legal basis applicable to your case, you should contact ANT Legal’s lawyers at 0966.475.966 for review and advice before proceeding.

Common Legal Risks to Note

Applying legal instruments that have been amended, supplemented or replaced.
Preparing an incomplete set of documents, materials or necessary evidence.
Misunderstanding the conditions, procedure, timeline or competent authority.
Signing, submitting a dossier or carrying out a transaction before fully assessing legal risks.

How Can ANT Legal Support You?

ANT Legal can review the specific circumstances, examine the dossier, identify the applicable legal basis, advise on an appropriate handling plan and represent clients in working with individuals, organizations or competent authorities where necessary.

For prompt advice, you may contact a lawyer at 0966.475.966.

Discuss this matter with ANT Legal M&A, Equity Transfer and Project Transfer

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Form of decision to establish a joint stock company in Vietnam