Legal regulations on online registration and establishment of joint stock companies

Establishing a joint stock company is an important step for many investors and entrepreneurs. With the support of online platforms, such a process has become simpler and more accessible than ever. This article by NPLaw clarifies the regulations on establishing a joint stock company online, providing a comprehensive overview to help you prepare thoroughly.

I. Introduction to benefits of establishing a joint stock company online

In the era of global digital transformation, establishing a joint stock company online has become an inevitable trend, offering numerous outstanding benefits for enterprises. Instead of having to go directly to competent authorities to submit documents, enterprises now only need to complete the establishment procedures online. It not only saves time and travel costs but also simplifies administrative processes, creating favorable conditions for enterprises to quickly enter the market.

Moreover, online registration ensures transparency and publicity, allowing enterprises to easily track the processing progress of their applications, while increasing their proactiveness in preparing and supplementing documents. Applying technology to the process of establishing a joint stock company also contributes to enhancing the professional image of enterprises and opens opportunities to access investment capital more quickly due to a clearer and more reputable organizational structure in the market.

II. Legal regulations on online establishment of joint stock companies

1. Procedures for establishing a joint stock company online

According to Chapter V of Decree No. 01/2021/ND-CP, the online registration of a joint stock company is implemented as follows:

- Step 1: Preparing electronic documents
The applicant must prepare the following documents in electronic form:
+ Application for enterprise registration;
+ Company charter;
+ List of founding shareholders and foreign investors (if any);
+ Copies of legal documents of individuals or organizations contributing capital;
+ Power of attorney (if the applicant is not the legal representative).

These documents must be digitally signed using a public digital signature or authenticated via a Business Registration Account.

- Step 2: Registering an account and submit documents online
+ Accessing the National Business Registration Portal.
+ Registering or logging into the Business Registration Account.
+ Declaring enterprise information, uploading the prepared electronic documents, and authenticating the application.
+ Paying the enterprise registration content disclosure fee via the electronic payment gateway or bank transfer.

- Step 3: Receiving the receipt and tracking results
+ After successful submission, the system will send a Receipt of Application to the registered email.
+ Within 03 working days, the Business Registration Office will process the application:

- If valid, the Enterprise Registration Certificate will be issued and notification sent via email.

- If invalid, a notification requesting amendments or supplements will be sent.

- Step 4: Submitting paper documents (if required)
+ If using a Business Registration Account (without digital signature), after receiving the notice of issuance of the Enterprise Registration Certificate, the legal representative must submit a set of paper documents along with the Receipt to the Business Registration Office.
+ Submission can be done directly or via postal services.

In summary, registering to establish a joint stock company online offers convenience, speed, and transparency, aligning with the current trend of digitalizing administrative procedures. With just a few simple steps and careful preparation, enterprises can easily complete the company establishment process without wasting much time traveling or waiting. 

2. Components of the application for online establishment of a joint stock company

When registering to establish a joint stock company online, enterprises must prepare a complete and valid electronic application. According to Article 22 of the Law on Enterprise 2020 and guidelines from the National Business Registration Portal, the application includes:

- Application for enterprise registration;

- Company charter;

- List of founding shareholders and foreign investors (if any);

- Copies of legal documents:

- For individual shareholders: a copy of an identity card/citizen ID/passport that is still valid.

- For organizational shareholders: a copy of the enterprise registration certificate or equivalent, accompanied by legal documents of the legal representative or authorized person.

- Power of attorney (if the applicant is not the legal representative);

- Other documents (if applicable).

3. Requirements and conditions for online establishment of a joint stock company

To establish a joint stock company online in Vietnam, the following requirements under Article 111 of the Law on Enterprise 2020 and Decree No. 01/2021/ND-CP must be met:

- A joint stock company must have at least 03 founding shareholders; there is no maximum limit.

- Shareholders may be organizations or individuals, except for cases prohibited under Article 17 of this Law.

- Charter capital is divided into equal portions called shares.

- Shareholders are only liable for the company’s debts and other property obligations within the amount of capital they have contributed.

- Shareholders have the right to freely transfer their shares to others, except for certain cases specified in Articles 120 and 127 of this Law.

- Business Registration Account or public digital signature: The applicant needs either to authenticate the application.

- The electronic application must be fully prepared as the paper application, represented in electronic documents named in accordance with the paper one.

Strict compliance with these regulations not only helps enterprises quickly implement the procedures but also creates a solid legal foundation for long-term operations and sustainable development.

III. Questions on online establishment of joint stock companies

1. What is the difference between establishing a joint stock company online and by traditional method?

In short, online establishment offers many advantages such as saving time and costs, and reducing risks due to standardized processes and online support. However, it requires a public digital signature or a Business Registration Account and a complete electronic application.

2. Potential risks in online establishment and preventive measures

While establishing a joint stock company online offers great conveniences, it also carries risks if not carefully prepared. Common risks include:

- Faults in documents: Even a small mistake in the company name, charter capital, business lines, or shareholder list can cause rejection or future legal issues.

- System technical errors: The business registration portal may overload or encounter errors in uploading or signature authentication.

- Information security risks: If the device is not secure or the digital signature is unreliable, company information may be stolen or misused.

- Difficulty in future verification: With a fully electronic process, lacking physical originals may be disadvantageous in disputes.

- Lack of legal advice: Without proper understanding, you might select incorrect business lines, inappropriate charter capital, or poorly drafted charters, leading to legal risks.

Effective preventive measures:

- Carefully reviewing documents before submission and consulting experienced professionals if possible.

- Using reputable digital signatures and secure devices with strong passwords and protection software.

- Keeping all documents, receipts, and electronic Certificates for evidence.

- Regularly checking emails and accounts to promptly respond to requests for supplements.

- Seeking support from experts or professional services to ensure compliance and avoid unnecessary faults.

3. What to do if the online application is requested to be amended or supplemented?

If your online registration application is requested to be amended or supplemented, follow these steps on the National Business Registration Portal (https://dangkykinhdoanh.gov.vn):

- Step 1: Checking the notice of amendment/supplement request via:
+ Email: The enterprise will receive an email from the Business Registration Office sent to the registered email address, stating the reason and content that needs to be amended or supplemented.
+ Business Registration Account: log in to your account on the National Business Registration Portal to view detailed notices.

- Step 2: Making the necessary changes directly on the existing application (do not create a new one), then sign again, and resubmit.

- Step 3: Receiving a new receipt via email and in the registered account after resubmission.

By carefully reading and following the instructions, your application will be quickly processed and approved.

4. How long does it take to complete and receive the Enterprise Registration Certificate?

Under Article 33 of Decree No. 01/2021/ND-CP:

- Within 03 working days from the receipt of a valid application, the Business Registration Office will issue the Enterprise Registration Certificate and update it on the National Database.

- If the application is invalid, they must notify the applicant within 03 working days to amend or supplement.

So if your application is complete and valid, you can receive the Certificate within 03 working days from submission. 

5. Can you authorize someone else to implement the online establishment procedures?

Authorization is entirely lawful under Article 12 of Decree No. 01/2021/ND-CP, provided that all conditions and documents are properly prepared. This facilitates enterprises especially when founders cannot directly handle the procedures.

IV. Legal consultancy services on online establishment of joint stock companies

The above are legal issues related to the online establishment of joint stock companies that NPLaw provides for your reference. If you have any further legal questions or concerns, please contact NPLaw via: