Necessary issues when preparing a capital contribution minutes for the establishment of a joint stock company

The Capital Contribution Minutes for the establishment of a joint stock company is a document recording the agreement among founding shareholders on the proportion, form, and timing of capital contribution. It plays a crucial role in establishing ownership of shares and registering the enterprise in accordance with the Law on Enterprises 2020.

The minutes must clearly set out shareholder information, capital contribution commitments, valid signatures, and may be notarized if contributions are made in assets. Although not required to be submitted in the incorporation dossier, the minutes must be kept at the company’s head office as a legal basis when needed. If a shareholder is an organization, the authorized signatory must provide valid authorization documents.

I. Concept and role of the capital contribution minutes for the establishment of a joint stock company

The capital contribution minutes is a document recording the agreement among founding shareholders on charter capital contributions upon the establishment of the company. It specifies the proportion, form, timing, and responsibility of each shareholder in contributing capital, serving as the basis for establishing ownership of shares and subsequent shareholder rights.

Legal roles:

- Serves as legal evidence of shareholders’ commitment to contribute capital in forming the company;

- Forms the basis for enterprise registration under Articles 22 and 23 of the Law on Enterprises 2020;

- Serves as grounds for determining capital contribution obligations and shareholder rights and duties under Articles 112 and 113 of the Law on Enterprises 2020.

II. Legal provisions on the capital contribution minutes for the establishment of a joint stock company

1. Principal contents of the capital contribution minutes

A valid minutes should include the following:

- Information of the founding shareholders (individuals/organizations);

- Proportion and form of contribution: cash, assets, property rights, technology, technical know-how, etc. (Article 35 of the Law on Enterprises 2020);

- Timing of capital contribution commitments and implementation schedule;

- Commitments regarding liability for contributed assets;

- Signatures of the parties to the contribution.

2. Form and legal effect of the minutes

The minutes may be made in ordinary written form but must bear the signatures of all founding shareholders.

Where capital contributions are made in assets other than cash (e.g., land use rights, technology), valuation must be conducted in accordance with Article 36 of the Law on Enterprises 2020, and an independent valuation may be required.

If a shareholder is an organization, the representative signing the minutes must be duly authorized under Article 12 of the Law on Enterprises 2020.

Although notarization is not mandatory, notarization of the minutes may enhance its evidentiary value in case of disputes, in accordance with the Law on Notarization 2014 (effective until July 1, 2025).

3. Relationship between the capital contribution minutes and the company charter

The company charter is the highest legal document governing the company’s internal operations (Article 24 of the Law on Enterprises 2020), while the capital contribution minutes reflects the initial stage of capital commitment.

The contents of ownership proportions, contribution deadlines, and shareholder obligations in the minutes must be consistent with the charter. In case of any conflict between the two documents, the charter prevails as it is more comprehensive and is filed with the enterprise registration authority.

4. Notes when drafting the capital contribution minutes

- Clearly state the date of execution and ensure that the contribution period does not exceed 90 days from the issuance of the enterprise registration certificate (Clause 2, Article 113 of the Law on Enterprises 2020);

- Provide detailed descriptions of contributed assets if not cash;

- Specify responsibilities in case a shareholder fails to comply with the contribution commitment (e.g., personal liability, possible suspension of voting rights under Clause 4, Article 113 of the Law on Enterprises 2020);

- The minutes should be prepared in multiple copies, distributed to each shareholder, and kept at the company’s head office.

III. Questions on the capital contribution minutes for the establishment of a joint stock company

1. Is notarization or authentication required for the capital contribution minutes to have full legal validity?

The minutes is not required to be notarized if contributions are made solely in cash. However, if contributions involve land use rights or asset ownership, the asset transfer agreement must be notarized. In such cases, notarization of the minutes is necessary to ensure legal validity.

2. If the capital contribution minutes is signed by an authorized representative of an organizational shareholder, what authorization documents are required?

Pursuant to Clause 2, Article 12 of the Law on Enterprises 2020 and Article 143 of the Civil Code 2015, a valid written authorization from the organization, clearly defining the scope of authority, is required. A certified copy of the organization’s legal documents (e.g., business registration certificate, appointment decision of the legal representative) must also be attached.

3. Is the capital contribution minutes considered an inseparable part of the incorporation dossier?

The minutes is not required to be submitted with the enterprise registration dossier but is an essential internal document that must be retained by the company. It serves as evidence of the initial share allocation and supports dispute resolution or compliance with requirements from tax authorities, auditors, etc.

IV. Legal advisory services on the capital contribution minutes for the establishment of a joint stock company

To ensure that the drafting of the capital contribution minutes complies with legal requirements and minimizes risks, legal advisory support is highly recommended. NPLAW provides professional services, including contract drafting, legal clarification, and assistance with relevant procedures. Such comprehensive support will save time and ensure the success of your transactions.