Application Dossier for Registration of a Joint Stock Company

Application Dossier for Registration of a Joint Stock Company

 Application dossier for enterprise registration

1. Application form for enterprise registration.

2. The company’s charter.

3. List of founding shareholders; list of shareholders being foreign investors; list of beneficial owners of the enterprise (if any).

4. Copies of the following documents:
   a) Legal documents of individuals for founding shareholders and shareholders being foreign investors who are individuals, and for the legal representative;
   b) Legal documents of organizations for organizational shareholders, and the written authorization of representatives; legal documents of individuals for authorized representatives of founding shareholders and shareholders being foreign investor organizations.
   For foreign organizational shareholders, the copies of legal documents of the organization must be consularly legalized;
   c) Investment Registration Certificate for foreign investors in accordance with the Law on Investment.

 Contents of the application form for enterprise registration
The application form for enterprise registration shall include the following main contents:

1. Name of the enterprise;

2. Address of the head office, telephone number, fax number, and email address (if any);

3. Business lines;

4. Charter capital;

5. Types of shares, par value of each type, and total number of shares eligible for offering of each type for joint stock companies;

6. Tax registration information;

7. Expected number of employees;

8. Full name, signature, contact address, nationality, and personal legal document information of the legal representative(s) of the joint stock company;

9. Information on beneficial owners of the enterprise (if any).

The company charter

1. The company charter includes the charter upon enterprise registration and any amendments or supplements during operation.

2. The company charter must contain the following principal contents:
   a) Name and address of the head office; names and addresses of branches and representative offices (if any);
   b) Business lines;
   c) Charter capital; total number of shares, types of shares, and par value of each type of share for joint stock companies;
   d) Full name, contact address, and nationality of founding shareholders of the joint stock company; number, type, and par value of shares held by founding shareholders;
   đ) Rights and obligations of shareholders in the joint stock company;
   e) Organizational structure and management;
   g) Number, titles, rights, and obligations of legal representatives; division of rights and obligations in case the company has more than one legal representative;
   h) Procedures for adoption of company decisions; principles for settlement of internal disputes;
   i) Basis and method for determining salaries, remuneration, and bonuses of managers and controllers;
   k) Cases where shareholders have the right to request the company to repurchase their shares;
   l) Principles of profit distribution after tax and handling of business losses;
   m) Cases of dissolution, dissolution procedures, and procedures for liquidation of company assets;
   n) Procedures for amending and supplementing the charter.

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

   • Founding shareholders who are individuals; and

   • The legal representative(s) or authorized representatives of founding shareholders that are organizations.

4. The amended and supplemented charter must include the full names and signatures of:

   • The legal representative(s) of the joint stock company.

List of founding shareholders and foreign investor shareholders in a joint stock company

1. Full name, signature, nationality, and contact address of founding shareholders and foreign investor shareholders being individuals;

2. Name, enterprise code, and head office address of founding shareholders and foreign investor shareholders being organizations;

3. Full name, signature, nationality, and contact address of the legal representative or authorized representative of founding shareholders and foreign investor shareholders being organizations;

4. Number of shares, types of shares, ownership ratio, types and quantities of contributed assets, value of each type of contributed asset, and time limit for capital contribution by each founding shareholder and foreign investor shareholder.

Legal basis:

• Articles 22, 23, 24, and 25 of the Law on Enterprises 2020;

• Clauses 9 and 10, Article 1, and Point b, Clause 11, Article 1 of the Law Amending and Supplementing the Law on Enterprises 2025;

• Clause 1, Article 11, and Clause 4, Article 24 of Decree No. 168/2025/ND-CP on Enterprise Registration.