PROFILE ESTABLISHMENT JOINT STOCK COMPANY

WHAT IS JOINT STOCK COMPANY?

Pursuant to Article 110 - Law on Enterprises No. 68/2014 / QH13 of the 13th National Assembly issued, effective from July 1, 2015.

1. A joint stock company is an enterprise in which:

a) The charter capital is divided into equal parts called shares;

b) Shareholders can be organizations or individuals; the minimum number of shareholders is 03 and the maximum number is not limited;

c) Shareholders are only responsible for the debts and other liabilities of the enterprise up to the amount of capital contributed to the enterprise;

d) Shareholders have the right to freely assign their shares to others, except for the cases specified in Clause 3, Article 119 and Clause 1, Article 126 of this Law.

2. A joint-stock company has a legal status from the date of being granted the Enterprise Registration Certificate.

3. Joint-stock companies have the right to issue shares of all kinds to raise capital

Steps to establish a joint stock company

What are the steps in the process of establishing a joint stock company?

Step 1: Prepare the necessary information to prepare the profile of a joint stock company.

1. Information of the legal representative and founding shareholders.

• Notarized ID card or citizenship ID card or passport for no more than 3 months, ID card period not exceeding 15 years for legal representative and founding shareholders (individual shareholders);

• Establishment decision or Certificate of business registration or other equivalent document (if the founder is an organization)

• Permanent residence address of capital contributing shareholders and legal representative (capital contributing shareholders are individuals);

• Current residence address of capital contributing shareholders and legal representative (individual capital contributors);

• Ratio of the capital contribution of the shareholders;

2. The name of the company expected to set

The name of the company must be written in Vietnamese, it must have at least two elements: the type of business + the proper name.

For example: "JOINT STOCK COMPANY A" Type is: "CORPORATION", proper name is: "A"

The company name must not be identical with the company name that had previously (applied nationwide).

3. Address of the company's headquarters

The head office of an enterprise is the contact point of the enterprise in the territory of Vietnam, whose address is determined including house number, nooks, alley, alley, street, street or village, hamlet, commune, ward , town, district, county, town or city under the province, province or centrally run city.

An apartment with a residential function is not allowed to locate the company's head office address to perform business functions there, but in some commercial centers / apartment buildings, the investor may apply for a business function. for specific and specific areas such as ground floor, 1st floor, 2nd floor ... As for other addresses with clear address, you can completely set the address of the head office of the business for business. joint.

4. Category of business

Business lines must match the code of level 4 in the system of national economic industries. The conditional occupations must satisfy the conditions prescribed by law to be established (for example, the condition of the practice certificate, the condition of the sub-license, the condition of legal capital ... ).

5. Registered charter capital

Charter capital of a joint-stock company at the time of enterprise registration is the total par value of shares of all kinds already registered to buy and recorded in the company's charter.

The charter capital affects the business license tax that enterprises must pay annually as follows:

Charter capital of 10 billion or less, license tax is 2,000,000 VND / year;

The charter capital of over 10 billion license tax is 3,000,000 VND / year.

Step 2: Prepare and submit the application for the establishment of a joint stock company to the DPI of the province / city where the company is headquartered.

Documentation of a joint stock company includes:

• An application for business registration signed by the legal representative of the company (in the prescribed form);

• Draft charter of the company signed page by page for all founding shareholders and legal representatives (1 copy);

• List of founding shareholders (1 copy);

• A valid copy of the identity card or passport of the shareholders (for individual members). (Notarized ID card less than 3 months, ID duration less than 15 years);

• Establishment decision or Certificate of business registration or other equivalent document (if the founder is an organization)

After completing the drafting of documents, submit them to the business registration office of the Department of Planning and Investment (quantity 1 set). After 3-5 working days, if the application is valid, the DPI will issue the business registration certificate.

Step 3: Publish business registration content on the national portal

After being granted an enterprise registration certificate, an enterprise must publish a public notice on the National Business Registration Portal according to the order and procedures and pay a fee as prescribed. Content published includes contents of the Certificate of Business registration and information about the business lines of a joint stock company.

Note: Enterprises need to post reports on the national news portal within 30 days from the date of being granted the Enterprise Registration Certificate.

If the enterprise does not disclose business registration information on time According to Article 26, Decree 50/2016 / ND-CP effective July 15, 2016 regulates the sanctioning of administrative violations in the field. In the area of ​​planning and investment, a fine of from 1,000,000 VND to 2,000,000 VND will be imposed and the consequences are to be overcome: forcible publication of business registration content on the National Business Registration Portal.

Step 4: Engrave the legal entity seal of the business and post the seal sample on the national portal

After obtaining the certificate of enterprise registration, the enterprise proceeds to engrave the legal entity seal and upload the sample on the national portal.

Note: Currently, according to the provisions of the Law on Enterprises 2014 which are in effect in 2015:

Enterprises have the right to decide on the form, quantity and content of their seal. The content of the seal must show the following information:

• Company's name;

• Business code.

Step 5: The procedures after having the business registration certificate + seal.

• Sign up at company headquarters;

Content of company signboard includes: Company name + rental code + Company address

• Buying token (digital signature) tax declaration online.

• File a license tax return

Deadline for submitting the declaration:

+ If the enterprise does not operate immediately, within 30 days from the date the enterprise has a business registration certificate;

+ If operating immediately, the enterprise must submit within the month it has a business registration certificate.

Note: The penalty for late submission of license fee declarations according to Circular 166/2013 / TT-BTC of the Ministry of Finance is as follows:

• Pay the license tax for this year.

The license tax that enterprises must pay is specified as follows:

+ License tax is 2,000,000 VND / year if the charter capital is 10 billion or less;

+ License tax is 3,000,000 VND / year if the charter capital is over 10 billion VND.

Deadline to pay license tax

+ First year of establishment: Within 30 days after having the business registration and having submitted the license declaration

+ The following years: Before January 30 every year, it is best to submit before January 20.

The penalty for late payment of license fees

According to Circular 130/2016 TT-BTC of the Ministry of Finance as follows:

Fine = amount of license tax late payment x 0.03% x Number of days of late payment

Note: If the business is newly established after July 1, the license tax for that year is only required to pay 50% of the annual rate

• Open the company's bank account + submit bank account notification to DPI + activate step 1, step 2 electronic tax payment

• Initial tax return at the tax department that manages the company;

• Complete the procedures for printing ordering and issuing VAT invoices for businesses;

• Completion of other business conditions (for conditional business lines)

The above are all steps and procedures to fully, accurately and legally establish a joint stock company in 2019 and avoid future risks.

If you have any questions, do not hesitate to contact us!

TASCO always listens to customers' opinions. For any contributions, please contact hotline at 0975.480.868 or email: mylinh2883@gmail.com

Or Link https://dichvutuvandoanhnghiep.vn/dang-ky-truc-tuyen.html