How to Start a Joint Stock Company in Vietnam

Posted 28.11. 2018 by Cekindo / Last update on 16.09. 2019

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Nowadays, more and more entrepreneurs choose to join forces in businesses in order to keep up with the tough competition in all sectors in Vietnam. One of the common entities with join forces is a joint stock company.

Joint Stock Company Definition

According to the law in Vietnam, a joint stock company (JSC) is a legal entity that has its charter capital assigned into equal portions of shares. The minimum number of shareholders is three people, and there is no restriction in regards to the maximum number of shareholders.

The shareholders can be of any nationals and do not necessarily to be a Vietnamese or local resident. As a result, a JSC can be solely owned by foreigners, or it can be a joint venture between foreigners and locals.

On the contrary to a limited liability company, a joint stock company in Vietnam is permitted to issue shares and have them listed on stock exchanges publicly. By doing this, you can mobilise capital, sell shares and raise funds more easily.

In this article, we will tell you more about a joint stock company in Vietnam, its structure, advantages, requirements and setup process of a JSC.

 

Organisational Structure of a JSC

The corporate structure of a joint stock company is meant to be more complex than of a limited liability company due to its suitability to medium and large corporations.

In Vietnam, a joint stock company must consist the following:

  • Management board supervised by an annual general meeting and an inspection committee
  • A management board’s chairman
  • A director or general director, who will also be appointed as the legal representative of the company

For a legal representative who is a foreign national, the Vietnamese Law requires her/him to not only to travel to Vietnam but also obtain a work permit and be able to show at least 12-month work experience for a managing position.

 

Management Board

The activities of an organisation will be overseen together by a group of members elected by the general meeting.

 

General Meeting

This is considered the top body consisting of all shareholders for decision making in a company. A general meeting must be held annually, and a director or directors will be required to present the annual report in regards to the strategy and performance of the company.

 

Inspection Committee

The general meeting will appoint the independent inspectors in this committee. These inspectors need to supervise the general director and the management board. When a company has less than 11 shareholders with none of them with more than 50% of shares, the inspection committee is not necessary.

 

Management Board’s Chairman

This person is elected by the management board to organise and hold the meeting at least once every quarter.

 

Director or General Director

This person is the legal representative of the entity chosen by the management board. He or she is the company’s employee residing in Vietnam and is responsible for the company’s daily activities and operations.

 

Advantages of Joint Stock Company

When talking about the limited liability of shareholders, a joint stock company is highly beneficial to shareholders personally. Shareholders are only liable for loss or debts that will not exceed the amount they have contributed.

Hence, this also allows share trading anonymously, as well as prevents creditors of the company from becoming stakeholders.

Apart from that, shareholders are allowed to transfer their ownership of share to others without the consent from other shareholders. With the increasing funds, a joint stock company in Vietnam shall hire their internal accountant as well.

 

Public Listing on Stock Exchange

One thing to take note is that a joint stock company in Vietnam is not required to be listed on a stock exchange publicly during its initial stage of founding.

However, the listing is required white its capital of share goes over US$ 475,000 with over 100 shareholders, no overdue debt and the business has been profitable in the previous year.

Other than that, all founding shareholders must register and jointly subscribe at the minimum 20% of the ordinary shares that are offered for sale to the public.

 

Requirements for Company Incorporation

Even though this type of a legal entity is quite popular, the process and requirements of establishing a joint stock are more complicated and time-consuming, along with more stringent requirements.

Some of the required documents are as follows:

  • A bank certificate to show the fund availability which is to be invested in Vietnam
  • Investment project proposals
  • Documents to apply for an investment registration certificate
  • Legal status certificate for all founding shareholders
  • Personal details of all shareholders and amount of shares
  • A capital bank account
  • Land use proposal
  • A foreign investment certificate
  • An annual return submission
  • Audited financial statements

Need more insight? You might want to read: Know How to Start a Limited Liability Company in Vietnam

Our Recommendation

A joint stock company can be an excellent option compared to a limited liability company if you plan to join forces to raise funds with several partners — through the issuance of shares and equity.

If raising capitals and joining forces are not your main objectives, a limited liability company with less complicated management system might serve you better.

In any case, Cekindo is here to assist you during from every aspect of your business, both domestically and internationally. We provide professional market-entry solutions, legal advisory, consultancy services to ensure productivity and efficiency of your business in Vietnam.