Currently, joint stock companies are the most popular type of company operating today in our country. This is the only type of enterprise that has the right to issue shares and participate in raising capital on the stock market. In addition, investors want to share the burden of business risks and seek higher profits, so this type will be the choice of many investors. 

So what is a joint stock company? What are the procedures and processes for establishing a joint stock company? Let's find out with CPA HCM through the article below.

WHAT IS JOINT STOCK COMPANY?

A joint stock company is an enterprise in which: charter capital is divided into equal parts called shares, shareholders can be organizations or individuals; The minimum number of shareholders is 03 and there is no limit to the maximum number. Shareholders are only responsible for debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise, except for certain Where shareholders have the right to freely transfer their shares to others. A joint stock company has legal status from the date of issuance of the Business Registration Certificate. A joint stock company has the right to issue shares, bonds and other securities of the company. 

CONDITIONS FOR SETTING UP A JOINT STOCK COMPANY

• To establish a joint stock company, there must be a minimum of 3 founding shareholders, with no limit on the maximum number of shareholders.
• Shareholders only need to provide a notarized ID card or passport to carry out procedures for establishing a joint stock company.

GENERAL CONDITIONS WHEN ESTABLISHING A JOINT STOCK COMPANY

Name of joint stock company

• The company name must not be identical or confusing with the name of a pre-registered enterprise nationwide.
• The name of the joint stock company expected to establish a company will be consulted and searched by CPA HCM experts. Based on the results of the search, the lawyer will provide solutions for customers to choose the company name. suitable and desired.

Company headquarters

When establishing a joint stock company, it must have a transaction office. The headquarters of a joint stock company cannot be an apartment or dormitory area.

Business

• When establishing a joint stock company, the industry will have to follow the national economic industry system code.
• For conditional professions, they must satisfy the conditions to be established such as conditions on registered capital and practice certificate to be eligible to operate.
• Depending on the client's requirements, the lawyer will advise on specific conditions for each business sector of the enterprise.

Charter capital/legal capital

• Charter capital is the amount of capital contributed or committed to be contributed by shareholders within a certain period of time and recorded in the company's charter. Enterprises are responsible for their registered charter capital. The company's charter capital is related to the amount of license tax payable. Consulting lawyers will be specific to the business.
• Legal capital is the minimum capital required by law to establish a business. Legal capital applies to a number of conditional business lines.

Company shareholders

• Establishment of a joint stock company by at least three founding shareholders.
• Shareholders must satisfy the general provisions of the Enterprise Law.

DOCUMENTS FOR ESTABLISHMENT OF A JOINT STOCK COMPANY

Documents to establish a joint stock company include:

• Application for business registration.
• Draft of Company's charter;
• List of founding shareholders;
• Valid copy of one of the following authentication documents: Valid ID card or valid Passport for individuals; Or Business Registration Certificate/Enterprise Registration Certificate for organizations (except in cases where the organization is a Ministry/People's Committee of a province or city) and enclosed with personal identification documents and authorization decision of the organization's authorized representative. position ;
• Power of attorney for CPA HCM ;
• Number of documents: 02 (sets). Of which 01 set is submitted to the Business Registration Office, 01 set is kept for the company later.

PROCESS FOR ESTABLISHING A JOINT STOCK COMPANY

The process of establishing a joint stock company includes the following steps:

Step 1: Receive information and advise on company establishment

• To carry out company establishment procedures, customers only need to prepare the following information along with 01 notarized copy of ID card/Citizen identification card/Passport/Business registration certificate/ Business registration certificate (for shareholders are organizations).
• Shareholder information: company name, address, capital, industry, legal representative.
• Based on the information provided by the client, the lawyer will advise on all relevant legal issues so that the client can choose the optimal options.

Step 2:  Drafting documents to establish a joint stock company

Documents to establish a joint stock company include:

• Application for registration of establishment of a joint stock company (According to form Appendix I-4 Circular 01/2021TT-BKHDT).
• Charter of joint stock company;
• List of founding shareholders (According to form Appendix I-7 Circular 01/2021TT-BKHDT).
• Identity card/Citizen identification card or shareholder's passport;
• Business registration certificate/Business registration certificate for organizations (except in cases where the organization is a Ministry/People's Committee of a province or city) and accompanied by personal identification documents and authorization decision of the authorized representative of the organization.
• Decision to contribute capital by institutional shareholders.
• Authorization letter for CPA HCM to perform business establishment services.

Step 3: Submit an application for a Business Registration Certificate and pay the business information disclosure fee

• Documents to establish a joint stock company and business information disclosure fees will be submitted with the documents after being signed by shareholders according to regulations. Documents are submitted to the Business Registration Office - Department of Planning and Investment where the enterprise is headquartered.
• Time for issuance of Business Registration Certificate is 03 working days.

Step 4: Engrave the legal seal of the business

After receiving the business registration certificate, CPA HCM will proceed to make the seal.

Note: Currently, according to the provisions of the Enterprise Law 2020: Enterprises do not need to announce the seal sample before using the seal. Enterprises have the right to decide on the form, quantity and content of their seal. The content of the seal is only required to show the following information:

• Company's name;
• Business code.

Thus, according to this new regulation, the form of seal is chosen and decided by the enterprise. It only needs to ensure the minimum information mentioned above and does not need to carry out procedures to announce the seal sample before use. However, to ensure uniformity in the use of legal entity seals, we recommend that businesses use a normal seal (circular seal) and not leave information about the district where the business is headquartered so that if the business later If you need to change the headquarters to another district, you do not have to re-engrave the company's legal seal.

Step 5: Company shareholders contribute charter capital

• Company shareholders must fully contribute the company's charter capital within 90 days from the date of issuance of the business registration certificate.
• Capital contributions when establishing a joint stock company are completely made in cash (unless the capital contributing shareholder is an organization, then capital contributions are required to be made via bank transfer).

Step 6: Complete procedures after company establishment

• Open a company bank account;
• Register for a digital signature to pay taxes electronically and report taxes via the internet;
• Make and hang company signs at the headquarters;
• Buy electronic digital signatures to make electronic tax payments;
• Proposal to issue electronic invoices;

Joint stock companies are exempt from license tax in the first year of establishment. No later than January 30 of the following year, the license tax of the year of establishment must be declared.

Customers who need advice on joint stock company establishment services or need answers to questions during the company establishment process, please contact CPA HCM at 19000380 for support..