Consulting on drafting charters of joint stock companies

Drafting charters of joint stock companies is an important step in the process of establishing and operating a business. This charter regulates the company’s organizational structure, management and operations, while protecting the interests of related parties. Having a charter helps businesses operate in an organized and transparent manner. Follow the following article by Long Phan to be provided with detailed information about issues that need to be kept in mind when drafting a joint stock company charter.

Is a joint stock company required to have a charter?

• Pursuant to the provisions of Clause 2, Article 22 of the Law on Enterprises 2020, when registering a joint stock company, a company charter is required as part of the business registration dossier.
• The company charter plays an important role in establishing the organizational structure and operating regulations of the enterprise.
• Without a charter, a joint stock company will face many difficulties during its operation. This can lead to internal disputes, difficulty in decision making, and even legal risks. Therefore, building a complete and appropriate charter is a necessary step right from the start of a business.

Principles for building company charter

When drafting charters of joint stock companies, three basic principles must be followed:

• First, the principle of voluntariness and agreement within the legal framework. The charter must be built based on the consensus of the founding shareholders and must not violate the law.
• Second, the charter must fully ensure the main contents as prescribed in Clause 2, Article 24 of the Law on Enterprises 2020. These contents include information about the company, organizational structure, rights and obligations of shareholders. shareholders, and regulations on financial management, etc. Ensuring these contents fully helps the charter become an effective tool in business management and administration.
• Third, the charter must be approved by all founding shareholders. This is reflected in the fact that the company charter when registering a business must include the full name and signature of the individual Founding Shareholder and the legal representative or authorized representative of the shareholder. The founder is the organization for a joint stock company. The consensus of the founding shareholders ensures the legality and validity of the charter from the moment the company is established.

Must-have contents when drafting charters of joint stock companies

Pursuant to Clause 2, Article 24 of the Law on Enterprises 2020, the state regulates the content that must be included when drafting charters of joint stock companies, including joint stock companies, specifically as follows.

1. Basic information of the joint stock company:

• Name and address of the company’s headquarters; name and address of branch and representative office (if any);
• Industry and business: industry name, business code.

1. Information on capital and shares

• Charter capital; Total number of shares, types of shares and par value of each type of share: Charter capital of a joint stock company is the total par value of shares sold of all types. The charter capital of a joint stock company at the time of enterprise registration is the total par value of all types of shares registered to buy and recorded in the company charter.
• Full name, contact address, nationality of founding shareholders;
• Number of shares, types of shares, par value of each type of shares of founding shareholders
• A founding shareholder is a shareholder who owns at least one common share and signs on the list of founding shareholders of a joint stock company.
• A newly established joint stock company must have at least 03 founding shareholders.

1. Rights and obligations of shareholders for joint stock companies:

• General rights of shareholders such as: attending and speaking at the General Meeting of Shareholders; Receive dividends, freely transfer your shares to others (Except for the case specified in Clause 1, Article 127 of the Law on Enterprises), when the company dissolves or goes bankrupt, receive a corresponding portion of the remaining assets. with share ownership ratio in the company,…
• Rights of major shareholders and groups of major shareholders;
• Obligations of shareholders: pay in full and on time for the number of shares committed to purchase, comply with the Charter and internal regulations of the company, comply with resolutions and decisions of the General Meeting of Shareholders and the Board of Directors ,…

1. Organizational structure:

• Management organization structure: management model.
• Number, management title and rights and obligations of the legal representative of the enterprise; division of rights and obligations of the legal representative in case the company has more than one legal representative;
• Procedure for adopting company decisions: Company decisions are decisions of the General Meeting of Shareholders or Decisions of the Board of Directors within the scope of authority specified in the Charter and Law on Enterprises;
• Principles for resolving internal disputes: Regulations on internal disputes, principles for resolving internal disputes.
• Basis and method for determining salaries, remunerations and bonuses of managers and Controllers: Can be based on the Company’s regulations on remuneration, salaries and bonuses.
• Cases where shareholders have the right to request the company to buy back shares;
• Principles for distributing post-tax profits and handling losses in business: Conditions for profit sharing; Handling losses; Rate of appropriation of funds.
• Cases of dissolution, dissolution procedures and procedures for liquidation of company assets: Some cases of company dissolution (according to the decision of the General Meeting of Shareholders, failure to maintain the minimum number of shareholders without implementing currently changing the type of business). The dissolution procedure is as prescribed in the Enterprise Law.
• Procedures for amending and supplementing the Company’s Charter, for example, the Company’s Charter can be amended and supplemented according to the decision of the General Meeting of Shareholders according to the order and procedures prescribed in the Charter and the Law on Enterprise. industry and other relevant legal regulations.

Benefits of using consulting services on drafting charters of joint stock companies

Using consulting services on drafting charters of joint stock companies brings many significant benefits.

• This service ensures the legality and validity of the charter. Legal experts will draft the charter in compliance with the provisions of the Enterprise Law and related legal documents.
• Professionally drafted charters will help optimize the company’s structure and operations. And contributes to ensuring a clear division of powers between subjects and agencies in the company, contributing to improving the efficiency of business management and operations.
• Consulting services also help protect the interests of stakeholders. The charter will specifically stipulate the rights and obligations of shareholders and managers, ensuring fairness and transparency in the company’s operations.
• Using consulting services also helps businesses save time and effort. Drafting charters requires specialized knowledge and experience, so hiring experts will help businesses avoid unnecessary mistakes.
• Consulting services ensure flexibility and suitability to the specifics of the business. The charter will be designed to suit the scale, industry and specific business goals of each company.

Consulting services for drafting charters of joint stock companies

To ensure that the company charter is drafted accurately, legally and in accordance with the company’s business activities, you can choose to use legal consulting services. This helps you save time and effort during the drafting process. With professionalism, Long Phan can support you in the process of drafting charters of joint stock companies. Long Phan’s consulting services include:

• Consulting on charter: on the mandatory contents in the charter of a joint stock company according to the provisions of law and additional contents to suit the characteristics of the enterprise.
• Support in drafting and completing the charter: Long Phan will assist in drafting the company’s charter based on information provided from customers and current legal regulations, and check and edit the charter to ensure Ensure accuracy, legality and completeness of necessary content.
• Consulting on issues related to shareholders such as: rights and obligations of shareholders, procedures for issuing shares, buying and selling shares…
• Consulting on other legal issues such as: business registration, issuance of business registration certificates, procedures for applying for business licenses, seals, tax obligations, social insurance, and labor .

Drafting charters of joint stock companies is a process that helps ensure the company’s charter complies with the law and is consistent with the specifics of the business. For detailed support on this issue, you can contact Long Phan via hotline 0906735386 for the best support in drafting the charter of a joint stock company.