Contributing capital to establish a joint stock company: Detailed instructions for 2025

Contributing capital to establish a joint stock company is an important step to help businesses mobilize capital, expand scale and distribute benefits among shareholders. Contributing capital in accordance with regulations not only ensures legality but also helps the company operate stably, transparently and attract more investors. Understanding the process, forms of capital contribution and shareholder rights will help businesses develop sustainably and optimize profits.

Characteristics of joint stock companies

A joint stock company is a popular type of business in Vietnam, established by at least 3 shareholders. The charter capital of a joint stock company is divided into many shares of equal value. Shareholders have rights and obligations corresponding to the number of shares they own. The outstanding feature of a joint stock company is the ability to mobilize large capital through the issuance of shares. However, the management of joint stock companies is more complicated than other types of businesses, requiring compliance with many legal regulations.

• Number of shareholders: At least 3 shareholders and no maximum number limit.
• Charter capital is divided into equal parts called shares.
• Limited liability: Shareholders are only responsible for the debts and other property obligations of the company within the amount of capital contributed.
• Transfer of shares: Shares can be freely transferred, except in cases specified in the company’s charter.
• Governance: Joint stock companies have a complex organizational structure, including the General Meeting of Shareholders, the Board of Directors and the Supervisory Board.

Forms of contributing capital to establish a joint stock company

The Law on Enterprise 2020 clearly stipulates forms of contributing capital to establish a joint stock company. Customers can contribute capital in cash, property, value of land use rights, intellectual property rights or other assessable assets. Choosing the appropriate form of capital contribution depends on the resources and business strategy of each enterprise.

• Capital contribution in cash: The most common form, cash is deposited into the company’s bank account.
• Contributing capital with assets: Assets can be real estate, machinery, equipment, raw materials…
• Contributing capital with the value of land use rights: A legal land use right certificate is required.
• Contributing capital with intellectual property rights: Including patents, trademarks, industrial designs, copyrights…
• Contribute capital with other assets: For example, technology, technical know-how…

Procedures for contributing capital to establish a joint stock company

Procedures for contributing capital to establish a joint stock company are carried out in accordance with the provisions of the Law on Enterprise 2020 and Decree 01/2021/ND-CP on business registration, basically including the following 2 steps:

Step 1: Register to establish a business

Documents needed to prepare include:

1. Application for business registration.
2. Company charter.
3. List of founding shareholders and list of shareholders who are foreign investors.
4. Copies of the following documents:

• Legal documents of the individual for the legal representative of the enterprise;
• Personal legal documents for founding shareholders and shareholders who are foreign investors who are individuals; Legal documents of the organization for founding shareholders and shareholders who are foreign investors being organizations; Legal documents of individuals for authorized representatives of founding shareholders, shareholders who are foreign investors who are organizations and documents appointing authorized representatives.
• For shareholders who are foreign organizations, copies of the organization’s legal documents must be consular legalized;
• Investment registration certificate in case the enterprise is established or participates in the establishment by foreign investors or economic organizations with foreign investment capital according to the provisions of the Law on Investment and its guiding documents.

Enterprises submit business registration documents to the Business Registration Office of the Department of Planning and Investment where the enterprise is headquartered.

The processing time for documents is 3 working days from the date of receipt of valid documents.

Step 2: After being granted the Business Registration Certificate, founding shareholders/shareholders who are foreign investors will contribute capital.

• Shareholders must pay in full for the number of shares registered to purchase within 90 days from the date of issuance of the Business Registration Certificate, unless the company charter or the share purchase registration contract stipulates a shorter period.
• For assets contributed as capital that do not need to register ownership, the organization/individual will actually transfer the assets within the legal time limit. The transfer of assets must be recorded in a delivery record. After contributing enough capital, the organization/individual contributing capital will be recognized as a contributing member.
• For assets contributed as capital, ownership must be registered, the organization/individual signs a contract to contribute capital with assets and notarized/authenticated. After the actual handover of the property, the receiving party will submit documents to transfer the owner’s name, declare taxes, fees and charges. The state agency will issue a certificate of ownership of the company’s assets if the documents are valid and the individual/organization contributing capital will be recorded as a member.

Some notes when contributing capital to establish a joint stock company

Contributing capital to establish a joint stock company requires shareholders to comply with legal regulations to ensure rights and avoid future risks. Below are some important notes that businesses need to understand when making capital contributions:

• Time limit for capital contribution: Founding shareholders must contribute the full amount of committed capital within 90 days from the date of issuance of the Business Registration Certificate. If not fully contributed, the company must adjust its charter capital and list of shareholders according to regulations.
• Proof of capital contribution: For large capital contributions or high-value assets, documents proving legal origin are required to avoid future disputes.
• Form of payment: According to regulations, when contributing capital in cash, individuals and organizations are not allowed to pay in cash but must make it through a bank account to ensure transparency.
• Valuation of assets contributed as capital: If capital is contributed in assets other than cash, founding shareholders or an independent appraisal organization must conduct asset valuation according to legal regulations.
• Transfer of shares: Within 3 years from the date of establishment, founding shareholders can only transfer shares to people other than founding shareholders if approved by the General Meeting of Shareholders.

Understanding the regulations and notes when contributing capital helps businesses operate transparently, avoid violating the law and limit disputes between shareholders. Complying with the correct process also creates favorable conditions for the company to develop sustainably and mobilize capital effectively.

Professional joint stock company establishment service in Long Phan

Establishing a joint stock company is a complex process, requiring careful preparation of documents and registration procedures. To help businesses complete this process quickly and according to regulations, Long Phan provides comprehensive consulting and support services, ensuring convenience and maximum time savings for customers.

Long Phan’s services include:

• Consulting on business models, capital contribution ratios and shareholder rights.
• Drafting business registration documents and capital contribution documents.
• Customer representative submits documents at the Business Registration Office and monitors the approval process.
• Support for seal engraving, business information disclosure, and bank account registration.
• Advise on the capital contribution process according to regulations and support in resolving legal problems.
• Instructions for initial tax declaration, electronic invoice registration and post-establishment procedures.

With experience and deep understanding of the Law on Enterprise, Long Phan is committed to accompanying customers throughout the process of establishing and operating joint stock companies.

Contributing Capital to Establish a Joint Stock Company in accordance with regulations helps businesses mobilize capital effectively, ensure transparency and create a foundation for sustainable development. Complying with the capital contribution process not only helps limit risks but also optimizes the rights of shareholders. Long Phan provides professional consulting services and full support from registration to completing procedures. Contact the hotline 0906735386 immediately for detailed advice!