Sample charter of a joint stock company according to the provisions of law

The charter of a joint stock company is a legal document regulating the operations of the enterprise. The company charter template is an essential document in managing and operating the company in accordance with Vietnamese law. Complying with the charter model helps businesses operate legally and protect the rights of stakeholders. To better understand the content and requirements of the joint stock company charter form, you can refer to detailed instructions from Long Phan.

What is the charter of a joint stock company?

The charter of a joint stock company is an important legal document, considered the “Constitution” of the company. This is a document that stipulates the basic principles of organization, operation and management of the company, and also defines the rights and obligations of shareholders and management agencies in the company.

The charter of a joint stock company is an indispensable document in the establishment and management of a company. Developing a detailed, clear and legally compliant Charter not only helps run the company effectively but also creates favorable conditions for sustainable development in the future.

Main content in the charter of a joint stock company

The charter of a joint stock company determines the rules, structure and operating methods of the company. This is an important legal basis for operating and managing the company. According to the provisions of Clause 2, Article 24 of the Law on Enterprises 2020, the company charter includes the following contents:

• Name and address of the company’s headquarters; name and address of branch and representative office (if any);
• Business lines and occupations;
• Charter capital; total number of shares, types of shares and par value of each type of shares for joint stock companies;
• Full name, contact address, nationality of general partners for a partnership company; of company owners and members in the case of limited liability companies; of founding shareholders for joint stock companies. Capital contribution and capital contribution value of each member for limited liability companies and partnerships. Number of shares, types of shares, par value of each type of shares of founding shareholders for joint stock companies;
• Rights and obligations of members towards limited liability companies and partnerships; of shareholders for joint stock companies;
• Management organization structure;
• 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 approving company decisions; principles of internal dispute resolution;
• Bases and methods for determining salaries, remunerations, and bonuses of managers and controllers;
• In cases where members and shareholders have the right to request the company to repurchase capital contributions for limited liability companies or shares for joint stock companies;
• Principles for distributing post-tax profits and handling losses in business;
• In case of dissolution, dissolution process and procedures for liquidation of company assets;
• Procedures for amending and supplementing the company charter.

In addition, the charter can supplement other contents suitable to the characteristics of each enterprise, as long as it does not violate the provisions of law.

Regarding the form for a regular joint stock company, the law does not stipulate a uniform charter form. However, for a Joint Stock Company that is a public company, the Company Charter must be applied according to the Model Charter in Appendix I issued with Circular 116/2020/TT-BTC.

>>> Download sample: Charter of public companies and joint stock companies

Principles when drafting the Company’s Charter

The principle of free and voluntary to agree

When drafting the Charter of a joint stock company, businesses need to comply with basic principles to ensure legality and effectiveness. The principle of freedom and voluntary agreement is an important foundation when drafting the Charter of a joint stock company. Founding shareholders have the right to freely agree on the content of the charter, as long as it does not violate the law. This principle ensures the autonomy of businesses in building organizational structures and operating regulations.

When applying this principle, the company can adjust the provisions in the charter form to suit the specific characteristics of its operations. However, the agreement must ensure the rights of all parties involved, and must not infringe on the interests of minority shareholders or violate legal regulations.

The content does not violate the law

The second principle when drafting the Charter of a joint stock company is to ensure that the content does not violate the law. All provisions in the charter must comply with the provisions of the Enterprise Law and related legal documents. The charter must not contain provisions contrary to legal prohibitions or against mandatory regulations.

The content needs to ensure that the company charter is consistent with the provisions of the Enterprise Law and related legal documents. Update legal changes so that the Charter always meets the latest legal requirements.

The provisions in the Charter should not be ambiguous or contradictory. Each provision needs to be written clearly, specifically and easily understood to avoid misunderstandings or disputes during implementation.

Approval of all founding members

The final rule when drafting the Charter of a joint stock company is to have the approval of all founding members. The charter is only effective when approved and signed by the founding shareholders. This consensus ensures the legality and validity of the charter during the company’s operations.

To achieve approval, the charter drafting process requires the participation and input of all founding members. Conflicting opinions need to be discussed and resolved before making a final decision. After being approved, the charter must be signed by the legal representative or all founding shareholders.

Notes when amending the company charter

When amending the Charter of a joint stock company, the enterprise needs to comply with the provisions of law and internal procedures. Before making amendments, the company needs to carefully review the current charter content and identify points that need to be changed. Amendments must ensure consistency and logic between provisions in the charter. The company needs to pay attention to updating new legal regulations related to corporate activities in the revised charter.

The process of amending the company charter is an indispensable part in adjusting and optimizing company operations. Careful preparation and accurate implementation of the process will help ensure changes go smoothly and meet the company’s development goals.

Consulting on drafting charters of joint stock companies

Drafting the Charter of a joint stock company is a job that requires professional knowledge and legal experience. To ensure that the charter fully meets legal requirements and is suitable for specific operations, many businesses choose to use professional consulting services. Legal experts can assist businesses in developing charters in accordance with the latest legal regulations.

At Long Phan, we provide consulting services for drafting joint stock company charters with a team of experienced lawyers. We support businesses in analyzing and applying the latest charter templates. At the same time, the support staff adjusts the content to suit the characteristics of each company. Our services include legal review, governance structure consulting and support for registration procedures with competent state agencies.

With experience working with many businesses in different fields, we are committed to providing comprehensive and effective consulting solutions. Customers can contact Long Phan for detailed advice on drafting or amending the Charter of a joint stock company. We will support you in building a solid charter, as a foundation for the sustainable development of your business in the future.

The charter of a joint stock company is the legal foundation for business operations. Paying attention to the details and regulations in the Charter not only helps the company operate smoothly but also creates a solid basis for important decisions in the future. Long Phan is ready to advise and support you in building a suitable Charter, ensuring the company’s legal rights. Please contact Hotline 0906735386 for support in drafting the Charter of a joint stock company in accordance with regulations.