Establishing a JSC in Vietnam: Is a Separate Establishment Decision Required?

Short answer: Current law does not require a separate document called a “decision on establishing a joint-stock company” in the establishment registration dossier. Under Article 22 of the Law on Enterprises 2020, the dossier for establishing a joint-stock company includes: the enterprise registration application, the company Charter, the list of founding shareholders (and foreign investor shareholders), copies of legal papers of shareholders and the legal representative. The intent to establish is expressed through the meeting minutes/resolution of the founding shareholders and signatures on the Charter — not a separate “establishment decision”. This article clarifies the lawful dossier components to avoid returned dossiers.

Legal basis

• Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15, effective from 01/7/2025) — Article 22 (dossier for registering a joint-stock company);
• Decree 168/2025/ND-CP on enterprise registration (replacing Decree 01/2021/ND-CP, effective from 01/7/2025).

Must you file a “decision on establishing a joint-stock company”?

No. Article 22 of the Law on Enterprises 2020 lists fully the dossier components for registering a joint-stock company, and no document named “establishment decision” appears. People often confuse it with:

• Minutes of the founding shareholders’ meeting — recording agreement on establishment, approval of the Charter, election of the management body;
• The company Charter — bearing full signatures of founding shareholders who are individuals, or the legal representative/authorized representative of founding shareholders that are organizations;
• Decision of a competent authority — only in special cases such as converting a social protection establishment, social fund or charity fund into a social enterprise.

Filing an extra self-drafted “establishment decision” in no template does not strengthen the dossier; conversely, missing statutory papers is what gets dossiers returned.

Dossier for establishing a joint-stock company under Article 22 of the Law on Enterprises 2020

1. Enterprise registration application in the current prescribed form;
2. Company Charter (with full names and signatures of founding shareholders who are individuals; the legal representative or authorized representative of founding shareholders that are organizations);
3. List of founding shareholders in the form; list of foreign investor shareholders (if any); list of authorized representatives (if a shareholder is an organization);
4. Copies of legal papers: citizen ID cards/passports of founding shareholders who are individuals and the legal representative; the Enterprise Registration Certificate of shareholders that are organizations (with papers of the authorized representative and the authorization document);
5. Investment Registration Certificate — where foreign investors or foreign-invested business organizations participate in establishment subject to investment procedures;
6. Commitment to social and environmental objectives — for social enterprises only;
7. Authorization letter for the dossier submitter (if the submitter is not the legal representative).

How to properly express the intent to establish

• Founding shareholders meet, agree on the Charter contents, shareholder list, governance structure and prepare meeting minutes;
• Sign the company Charter per the signature rules;
• The legal representative (or authorized person) signs the enterprise registration application and submits the dossier at the Business Registration Office under the Department of Finance.

This dossier — not a separate “establishment decision” — is the basis for the business registration agency to consider issuing the Enterprise Registration Certificate within 03 working days.

Mistakes that get joint-stock company dossiers returned

• Using application and shareholder list forms per old regulations (before Decree 168/2025/ND-CP);
• Charter lacking signatures of founding shareholders or representatives;
• Company name identical or confusingly similar to a registered enterprise;
• Conditional business lines not yet satisfying the conditions;
• Missing Investment Registration Certificate where foreign investors are subject to investment procedures;
• The dossier submitter has no valid authorization letter.

Frequently asked questions

Who signs the application to register a joint-stock company?

The legal representative of the company to be established or a validly authorized person.

Must the establishment dossier be notarized?

Law does not require notarization of the whole dossier; only valid copies of legal papers and the authorization letter (notarization/certification not mandatory) as prescribed.

Where to submit the dossier?

At the Business Registration Office under the Department of Finance where the company is headquartered — in person or online via the National Business Registration Portal.

Notes on applying current legislation

This article is enterprise knowledge presented for reference, helping readers understand the legal issue at an overview level before preparing dossiers. Templates in the enterprise registration sector are issued with Decree 168/2025/ND-CP and guidance documents; do not use templates or decisions per old guidance of the Ministry of Planning and Investment (now merged). Where you need to determine the exact applicable dossier, please contact ANT Legal lawyers at 0966.475.966 for verification and advice before acting.

Common risks to note

• Self-drafting an “establishment decision” when the law does not require it, while missing statutory papers.
• Using dossier forms and decisions per expired old documents.
• Still using the term “people’s ID card” — legal papers today are citizen ID cards/passports.

How can ANT Legal help?

ANT Legal supports advising on shareholder structure, drafting the Charter and the complete dossier for establishing a joint-stock company, conducting enterprise registration procedures and post-establishment procedures. For prompt advice, please contact our lawyers at 0966.475.966.

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• Procedures for increasing charter capital of a joint-stock company
• How to change founding shareholders of a joint-stock company?
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