Establishing a Joint Stock Company in Vietnam – Step-by-Step Legal Guide under the 2025 Law

Are you wondering which type of business entity to choose for your startup in 2025? With its strong capital-raising potential, transparent governance structure, and opportunity for public listing, the joint stock company (JSC) remains the top choice for many investors. Especially from July 1, 2025, the amended Enterprise Law and Decree No. 168/2025/NĐ-CP officially take effect, simplifying and clarifying the procedures for establishing a joint stock company in Vietnam.

In this article, LexConsult & Partners provides a comprehensive analysis of the conditions, application documents, procedures, and costs of establishing a joint stock company in 2025 — along with common challenges businesses face and practical legal solutions to overcome them.

1. What Is a Joint Stock Company? Key Legal Characteristics

1.1. Definition under the 2025 Enterprise Law

According to Article 111 of the Enterprise Law 2020 (Consolidated Version No. 67/VBHN-VPQH 2025, as amended in 2025), a joint stock company (JSC) is an enterprise whose charter capital is divided into equal portions called “shares.”

– Shareholders may be individuals or organizations, with a minimum of three founding shareholders and no upper limit on the number of shareholders.

– Each shareholder is liable only within the amount of capital contributed to the company.

– Shareholders are free to transfer their shares, except in cases restricted by law or the company’s charter.

– A JSC acquires legal person status from the date it is issued the Enterprise Registration Certificate and may issue shares, bonds, or other securities to raise capital.

With these characteristics, a joint stock company offers high flexibility and is ideal for capital mobilization and stock exchange listing.

1.2. Key Characteristics of a Joint Stock Company

Under the 2025 Enterprise Law, a JSC possesses the following core features:

– Minimum number of shareholders: At least three founding shareholders, no maximum limit;

– Legal status: The company gains legal person status upon issuance of its Enterprise Registration Certificate;

– Capital mobilization capability: Authorized to issue shares and bonds to attract investors;

– Transferability of shares: Shares can be freely transferred, facilitating M&A, IPOs, and corporate restructuring activities.

These attributes make the JSC the most suitable structure for businesses aiming to expand, attract substantial investment, and ensure transparent corporate governance.

2. Types of Shares in a Joint Stock Company

2.1. Ordinary Shares

Ordinary shares are mandatory in all joint stock companies under the 2025 Enterprise Law. They are the most common type and grant shareholders the following rights:

– The right to attend and vote at the General Meeting of Shareholders (GMS);

– The right to receive dividends based on company profits;

– The right to freely transfer shares, except as restricted by law or charter;

– The pre-emptive right to purchase newly issued shares;

– The right to access basic company information.

Ordinary shares are ideal for investors who wish to participate directly in company management and governance.

2.2. Preferred Shares under the 2025 Enterprise Law

Besides ordinary shares, a JSC may issue several types of preferred shares to attract diverse investors. According to Article 114 of the 2025 Enterprise Law, these include:

– Voting Preference Shares: Held by founding shareholders or the State; grant more votes per share than ordinary shares but cannot be freely transferred.

– Dividend Preference Shares: Provide higher or stable dividends annually but limit voting rights — suitable for investors focusing on profit.

– Redeemable Preference Shares: Allow shareholders to request repayment of capital under certain conditions; reduce investment risk but limit governance rights.

– Other Preference Shares: As specified in the company’s charter, allowing flexibility for strategic or special investors.

Issuing preferred shares helps companies diversify capital sources, but they must carefully balance voting power and profit rights to prevent shareholder conflicts.

2.3. Comparison Table – Types of Shares in a Joint Stock Company

3. Conditions and Procedures for Establishing a Joint Stock Company in 2025

3.1. Conditions on Shareholders, Charter Capital, and Business Lines

Under the 2025 Enterprise Law, the establishment of a joint stock company (JSC) requires compliance with the following key conditions:

– Founding shareholders: At least three shareholders (individuals or organizations, domestic or foreign). Founding shareholders must collectively hold at least 20% of ordinary shares at the time of registration.

– Charter capital: No general minimum capital requirement applies, except for business sectors requiring legal capital. Capital contribution must be completed within 90 days from the issuance of the Enterprise Registration Certificate.

– Business lines: Must be lawful under the Vietnamese Standard Industrial Classification. Conditional sectors require additional sub-licenses or professional certificates.

– Company name: Must not duplicate or cause confusion with any existing registered enterprise.

– Head office: Must have a specific, lawful address located within Vietnam.

Legal basis: Articles 41, 42, 113, 120 of the Enterprise Law 2020 (Consolidated Version No. 67/VBHN-VPQH 2025); Appendix IV of the 2020 Investment Law.

3.2. Required Documents for JSC Registration in 2025

To register a joint stock company, applicants must prepare the following documents:

– Enterprise Registration Application Form (as prescribed under Circular No. 68/2025/TT-BTC);

– Company Charter;

– List of founding shareholders and foreign investors (if applicable);

– Legal documents of individual or corporate shareholders;

– Approval from the investment registration authority (if there is foreign capital);

– In case of conversion from a household business, attach the Business Household Registration Certificate.

Legal basis: Articles 24 & 27 of Decree No. 168/2025/NĐ-CP; Circular No. 68/2025/TT-BTC; Article 22 of the 2025 Enterprise Law.

3.3. Step-by-Step Process for Establishing a Joint Stock Company

4. Costs for Establishing a Joint Stock Company in 2025

Properly estimating establishment costs helps businesses plan their budgets effectively. Typical expenses include:

Total estimated cost: typically ranges from 3 – 6 million VND, excluding licensing fees for conditional business sectors.

To receive an accurate quotation based on your specific case, contact LexConsult & Partners.
We provide full-service company formation packages, including:

– Legal consultation on eligibility and shareholding structure;

– Preparation of complete registration documents;

– Online business registration support;

– Initial accounting – tax – social insurance setup, helping businesses launch quickly and in full legal compliance.

📞 Hotline: 0938 657 775 | ✉️ Email: info@lexconsult.com.vn

5. Advantages and Challenges of Establishing a Joint Stock Company

5.1. Key Advantages

– Strong capital mobilization: A joint stock company (JSC) can issue shares and bonds, allowing it to attract capital from multiple investors easily.

– IPO and stock listing potential: This is the only business structure permitted to list on the stock exchange, offering sustainable growth opportunities.

– Enhanced reputation and credibility: With legal person status and transparent corporate governance, JSCs inspire confidence among partners, banks, and investors.

– Limited liability: Shareholders are liable only within the amount of capital contributed, minimizing personal legal risk.

– Professional governance: The Board of Directors and Supervisory Board ensure transparent management and clear allocation of authority.

5.2. Common Challenges

– Delayed capital contribution: If shareholders fail to contribute capital within 90 days, the company must adjust its charter capital — potentially leading to disputes.

– Founders’ conflicts: Disagreements on governance, profit distribution, or business direction may arise without a clear shareholders’ agreement.

– Mandatory disclosure of beneficial ownership: From July 1, 2025, companies must disclose beneficial owner information or face administrative penalties.

– Tax and compliance complexity: New companies often struggle with tax registration, e-invoice issuance, and social insurance enrollment for employees.

To minimize risks, businesses should draft a comprehensive charter, establish a shareholders’ agreement, and consult lawyers and accountants throughout the incorporation process.

6. Legal Consultation from LexConsult & Partners on JSC Formation

6.1. Why You Should Hire a Lawyer When Establishing a JSC

– Prevent legal risks: Lawyers help review compliance with capital, shareholder, and licensing requirements to avoid violations.

– Draft precise documents and charter: The company charter is the legal backbone of the enterprise. A lawyer ensures it defines shareholder rights clearly and prevents internal conflicts.

– Resolve procedural issues promptly: Lawyers handle potential complications in registration, capital contribution, or tax procedures efficiently.

6.2. Full Legal Service Package for New Businesses

LexConsult & Partners provides comprehensive JSC formation services, including:

– Legal consultation and entity selection: Assess capital needs and shareholder structure to choose the optimal model.

– Document preparation and submission: Draft complete documents and represent clients for in-person or online registration.

– Post-registration procedures: Publish enterprise information, engrave seals, file initial tax declaration, and open corporate bank accounts.

– Accounting – Tax – Social Insurance support: Ensure full legal compliance and smooth business operation from day one.

With an experienced corporate legal team, LexConsult & Partners accompanies clients from document preparation to stable business operation.

7. FAQ – Frequently Asked Questions about JSC Formation

How many shareholders are required to establish a joint stock company?
→ At least three founding shareholders, with no maximum limit. This differs from limited liability companies, which require only one or two members.

What is the minimum charter capital for a JSC?
→ There is no general minimum capital requirement, except for specific regulated sectors such as real estate, banking, or insurance.

What is the deadline for capital contribution?
→ Within 90 days from the date the Enterprise Registration Certificate is issued. Late contributions require charter capital adjustment, and shareholders remain liable for the committed amount.

Can I register a joint stock company online?
→ Yes. From 2025, businesses can submit registration documents online via the National Business Registration Portal, which is faster than in-person submission.

What must be done after company registration?
→ The company must:

– Publish registration information within 30 days;

– Engrave and register its company seal;

– File initial tax declaration and open a bank account;

– Register for e-invoices and social insurance for employees.

How much does it cost to establish a JSC in 2025?
→ Estimated fees include: registration (25,000 VND), publication (100,000–300,000 VND), seal engraving (300,000–500,000 VND).
If using a full legal service, total costs range from 3–6 million VND, depending on case complexity.

Is it necessary to hire a corporate lawyer or legal service provider?
→ Not mandatory, but highly recommended. A corporate lawyer assists in drafting the charter, advising shareholders, handling capital and tax procedures, and ensuring full compliance with Vietnamese law.

Establishing a joint stock company can be the first step toward IPO readiness, but procedural mistakes or capital delays may expose the business to legal and financial risks.

To save time and avoid compliance errors, many entrepreneurs choose LexConsult & Partners’ full-service JSC formation package, offering end-to-end support — from eligibility assessment and document drafting to online registration and initial tax–social insurance setup.