May I Establish a Garment Joint Stock Company? What Dossier and Procedures Are Required?

Who has the right to establish a joint stock company?

Under Article 17 of the Law on Enterprises 2020 as follows:

“Article 17. Rights to establish, contribute capital, purchase shares, purchase capital contributions and manage enterprises

Related services

M&A, Equity Transfer and Project Transfer

If you are preparing an equity transfer, M&A transaction, project transfer or restructuring, ANT Legal can help review legal risks and transaction structure.

Explore this service Message on Zalo Copy WeChat Send consultation request

Website information is for general reference only and does not replace legal advice for a specific matter.

1. Organizations and individuals have the right to establish and manage enterprises in Vietnam in accordance with this Law, except for the cases prescribed in Clause 2 of this Article.

2. The following organizations and individuals do not have the right to establish and manage enterprises in Vietnam:

a) State agencies and people’s armed forces units using state assets to establish enterprises for their own profit;

b) Officials, civil servants and public employees as prescribed in the Law on Officials and Civil Servants and the Law on Public Employees;

c) Officers, non-commissioned officers, professional military personnel, defense workers and employees in agencies and units of the Vietnam People’s Army; professional officers, non-commissioned officers and police workers in agencies and units of the Vietnam People’s Public Security, except those appointed as authorized representatives to manage the State’s capital contribution in enterprises or to manage state-owned enterprises;

d) Leading and professional managerial officials in state-owned enterprises as prescribed at Point a, Clause 1, Article 88 of this Law, except those appointed as authorized representatives to manage the State’s capital contribution in other enterprises;

dd) Minors; persons with limited civil act capacity; persons who have lost civil act capacity; persons having difficulties in cognition or behavior control; organizations without legal person status;

e) Persons being prosecuted for criminal liability, being held in temporary detention, serving prison sentences, serving administrative handling measures at compulsory detoxification or compulsory education establishments, or being prohibited by a Court from holding positions, practicing a profession or performing certain work; other cases as prescribed in the Bankruptcy Law and the Anti-Corruption Law.

Where the business registration authority so requires, the enterprise founder must submit a criminal record certificate to the business registration authority;

g) Organizations being commercial legal persons prohibited from doing business or operating in certain sectors as prescribed in the Penal Code.”

3. Organizations and individuals have the right to contribute capital, purchase shares and purchase capital contributions in joint stock companies, limited liability companies and partnerships in accordance with this Law, except in the following cases:

a) State agencies and people’s armed forces units using state assets to contribute capital to enterprises for their own profit;

b) Persons not permitted to contribute capital to enterprises as prescribed in the Law on Officials and Civil Servants, the Law on Public Employees and the Anti-Corruption Law.

4. Gaining profit for one’s own agency or unit as prescribed at Point a, Clause 2 and Point a, Clause 3 of this Article means using income in any form obtained from business activities, from capital contributions, share purchases or capital contribution purchases for one of the following purposes:

a) Distributing in any form to some or all of the persons prescribed at Points b and c, Clause 2 of this Article;

b) Supplementing the operating budget of the agency or unit contrary to the law on the state budget;

c) Establishing funds or supplementing funds serving the private interests of the agency or unit.”

Pursuant to legal provisions, organizations and individuals may establish a joint stock company in Vietnam, except organizations and individuals prohibited from establishing and managing enterprises in Vietnam under Clause 2, Article 17 of the Law on Enterprises 2020.

What does the dossier for registering the establishment of a joint stock company include?

Article 23 of Decree 168/2025/ND-CP provides details on the dossier for registering a joint stock company as follows:

“Article 23. Enterprise registration dossiers for multi-member limited liability companies and joint stock companies

1. The enterprise registration application.

2. The company charter.

3. The list of members for a multi-member limited liability company; the list of founding shareholders and the list of shareholders being foreign investors for a joint stock company.

4. Copies of the following documents:

a) Personal legal documents of the individual who is the legal representative of the enterprise;

b) Personal legal documents of individuals for company members, founding shareholders and shareholders being foreign investors that are individuals; legal documents of organizations for members, founding shareholders and shareholders being foreign investors that are organizations; personal legal documents of the individual who is the authorized representative of members, founding shareholders and shareholders being foreign investors that are organizations, and the document appointing the authorized representative.

For members or shareholders being foreign organizations, copies of the organization’s legal documents must be consularly legalized;

c) The Investment Registration Certificate for enterprises established or co-established by foreign investors or foreign-invested business organizations as prescribed in the Law on Investment and its guiding documents.”

In particular, the contents of the enterprise registration application are prescribed in Article 23 of the Law on Enterprises 2020 as follows:

“Article 23. Contents of the enterprise registration application

The enterprise registration application shall include the following main contents:

1. The enterprise name;

2. The address of the enterprise’s head office, telephone number; fax number, email (if any);

3. Business lines and trades;

4. Charter capital; investment capital of the private enterprise owner;

5. Types of shares, par value of each type of shares and the total number of shares authorized for offering of each type of shares for a joint stock company;

6. Tax registration information;

7. Expected number of employees;

8. Full name, signature, contact address, nationality, personal legal document information of the individual for the private enterprise owner and general partners of a partnership;

9. Full name, signature, contact address, nationality, personal legal document information of the individual for the legal representative of a limited liability company or joint stock company.”

The provisions on the charter of a joint stock company upon enterprise registration are in Clauses 2 and 3, Article 24 of the Law on Enterprises 2020, specifically:

“Article 24. Company charter

…

2. The company charter shall include the following main contents:

a) Name and address of the company’s head office; names and addresses of branches and representative offices (if any);

b) Business lines and trades;

c) Charter capital; total number of shares, types of shares and par value of each type of shares for a joint stock company;

d) Full names, contact addresses and nationalities of general partners for a partnership; of the company owner and members for a limited liability company; of founding shareholders for a joint stock company. Capital contribution portions and values of each member for a limited liability company or partnership. Numbers of shares, types of shares and par values of each type of shares of founding shareholders for a joint stock company;

dd) Rights and obligations of members for a limited liability company or partnership; of shareholders for a joint stock company;

e) Management organizational structure;

g) The number, managerial titles and rights and obligations of the legal representative of the enterprise; division of rights and obligations of the legal representative where the company has more than one legal representative;

h) Procedures for adopting company decisions; principles for resolving internal disputes;

i) Bases and methods for determining salaries, remuneration and bonuses of managers and Supervisors;

k) Cases where members or shareholders have the right to require the company to repurchase capital contributions for a limited liability company or shares for a joint stock company;

l) Principles for distributing after-tax profits and handling business losses;

m) Cases of dissolution, dissolution procedures and procedures for liquidating company assets;

n) Procedures for amending and supplementing the company charter.

3. The company charter upon enterprise registration must include the full names and signatures of the following persons:

a) General partners for a partnership;

b) The company owner being an individual or the legal representative of the company owner being an organization for a single-member limited liability company;

c) Members being individuals and the legal representative or authorized representative of members being organizations for a multi-member limited liability company;

d) Founding shareholders being individuals and the legal representative or authorized representative of founding shareholders being organizations for a joint stock company.”

The requirements for the list of founding shareholders and shareholders of a joint stock company are prescribed in Article 25 of the Law on Enterprises 2020 as follows:

“Article 25. Lists of members of limited liability companies and partnerships, lists of founding shareholders and shareholders being foreign investors for joint stock companies

Lists of members of limited liability companies and partnerships, lists of founding shareholders and shareholders being foreign investors for joint stock companies must include the following main contents:

1. Full names, signatures, nationalities and contact addresses of members being individuals for limited liability companies and partnerships; of founding shareholders and shareholders being foreign investors that are individuals for joint stock companies;

2. Names, enterprise codes and head office addresses of members being organizations for limited liability companies and partnerships; of founding shareholders and shareholders being foreign investors that are organizations for joint stock companies;

3. Full names, signatures, nationalities and contact addresses of the legal representative or authorized representative of members being organizations for limited liability companies; of founding shareholders and shareholders being foreign investors that are organizations for joint stock companies;

4. Capital contribution portions, values, ownership ratios, types of assets, quantities of assets, values of each type of contributed assets and contribution time limits of each member for limited liability companies and partnerships; numbers of shares, types of shares, share ownership ratios, types of assets, quantities of assets, values of each type of contributed assets and contribution time limits of each founding shareholder and shareholder being foreign investor for joint stock companies.”

How are the procedures for registering the establishment of a joint stock company carried out?

Under Article 26 of the Law on Enterprises 2020, the procedures for registering the establishment of a joint stock company are conducted as follows:

“Article 26. Enterprise registration procedures

1. The enterprise founder or authorized person shall register the enterprise with the business registration authority by one of the following methods:

a) Registering the enterprise directly at the business registration authority;

b) Registering the enterprise via postal services;

c) Registering the enterprise via the electronic information network.

2. Registering an enterprise via the electronic information network means the enterprise founder submits the enterprise registration dossier via the electronic information network on the National Portal on Business Registration. The enterprise registration dossier via the electronic information network includes data as prescribed in this Law and is expressed in electronic document form. An enterprise registration dossier via the electronic information network has legal validity equivalent to a paper enterprise registration dossier.

3. Organizations and individuals may choose to use digital signatures in accordance with the law on electronic transactions or use business registration accounts to register enterprises via the electronic information network.

4. A business registration account is an account created by the National Information System on Business Registration, issued to individuals for registering enterprises via the electronic information network. An individual issued a business registration account shall be legally responsible for the registration for issuance and the use of the business registration account for registering enterprises via the electronic information network.

5. Within 03 working days from the date of receipt of the dossier, the business registration authority shall consider the validity of the enterprise registration dossier and issue the enterprise registration; where the dossier is invalid, the business registration authority must notify in writing the contents to be amended or supplemented to the enterprise founder. Where enterprise registration is refused, it must notify the enterprise founder in writing and clearly state the reasons.

6. The Government shall prescribe dossiers, procedures and inter-agency coordination in enterprise registration.”

ANT Legal