How to Establish a Joint Stock Company in Vietnam
Vietnam is one of the most attractive destinations for foreign investors in Asia. Its stable economy, young workforce, and business-friendly policies make it a strong choice for entrepreneurs who want to establish a Joint Stock Company (JSC) and grow in the region.
Among the available business types, the Joint Stock Company (JSC) is preferred by those planning to raise capital, attract investors, or list on the stock exchange.
This guide explains how to establish a Joint Stock Company in Vietnam, including key legal requirements, registration steps, and compliance duties for foreign investors.
Table of Contents
What Is a Joint Stock Company in Vietnam?
A Joint Stock Company (JSC) is a type of business in Vietnam where the company’s capital is divided into shares. Each shareholder owns part of the company based on the number of shares they hold.
This structure is common among medium and large businesses because it allows them to raise capital from several investors. A JSC can also attract new shareholders or issue additional shares in the future.
To establish a JSC in Vietnam, at least three shareholders are required. There is no maximum number, and shareholders can be individuals or organizations, both local and foreign.
A JSC operates under a formal management system, which usually includes:
- A General Meeting of Shareholders – the highest authority, responsible for key company decisions.
- A Board of Management – oversees strategic direction and overall performance.
- A Director or General Director – manages daily operations and implements board policies.
This type of company is often chosen for its flexibility, strong legal framework, and potential for long-term growth in Vietnam’s expanding market
Legal Requirements for a Joint Stock Company in Vietnam
Before you establish a Joint Stock Company in Vietnam, it’s important to understand the main legal requirements set under the Law on Enterprises (2020). These rules apply to both local and foreign investors.
Minimum Shareholders
A JSC must have at least three shareholders. There is no upper limit, and shareholders can be individuals or organizations.
Capital Contribution
There is no fixed minimum capital required unless the business operates in a regulated sector (for example, banking or education). Each shareholder must contribute the agreed amount within 90 days from the date of company registration.
Types of Shares
A JSC can issue different kinds of shares, such as:
- Ordinary shares – give shareholders voting rights and dividends.
- Preferred shares – may offer fixed dividends or special voting rights.
Corporate Governance
A JSC must have the following governing bodies:
- General Meeting of Shareholders – approves major company matters such as capital increases or board appointments.
- Board of Management – responsible for strategic decisions and company direction.
- Director or General Director – manages daily operations and ensures compliance.
Registered Office
The company must have a physical business address in Vietnam, which is used for official communication and tax registration.
These legal requirements ensure transparency and accountability, giving investors a secure foundation to operate their business in Vietnam.
Step-by-Step Process to Establish a Joint Stock Company in Vietnam
Setting up a Joint Stock Company in Vietnam follows a standard process governed by the Law on Enterprises (2020). While procedures can vary slightly between provinces or industries, the main steps remain consistent across the country.
Step 1 Choose a Company Name and Business Scope
Select a unique company name that complies with Vietnamese naming rules.
At the same time, define your business lines and confirm whether they are open to foreign investment. Certain regulated sectors, such as education or finance, may require special approval or additional licenses.
Step 2 Prepare the Required Documents
Before registration, prepare the following documents:
- Company charter (Articles of Association) outlining structure and governance.
- List of shareholders with identification documents or business licenses.
- Investment Registration Certificate (IRC) required if any shareholder is a foreign investor.
- Power of Attorney if you authorize a consultant to handle the process on your behalf.
All foreign-language documents must be translated into Vietnamese and notarized.
Step 3 Submit the Application to the Department of Planning and Investment (DPI)
Submit your application to the DPI of the province or city where the head office will be located.
The authorities will review the information and issue feedback if revisions are needed.
The review process typically takes 7-10 working days.
Step 4 Obtain the Enterprise Registration Certificate (ERC)
Once approved, you’ll receive the Enterprise Registration Certificate (ERC), the official document recognizing your company’s legal existence.
This certificate includes the company name, business lines, legal representative, and registered capital.
The ERC remains valid indefinitely unless the company is dissolved or revoked.
Step 5 Complete Post-Registration Procedures
After obtaining the ERC, complete these steps before starting operations:
- Create a company seal (physical or digital) and register it with the DPI.
- Open a corporate bank account in Vietnam.
- Register for tax and obtain a tax code.
- Publish your company details on the National Business Registration Portal.
Apply for additional licenses, if your business operates in a regulated sector.
Timeline and Estimated Costs to establish a JSC
The time and cost to establish a Joint Stock Company in Vietnam can vary depending on your business sector, documentation, and whether foreign investors are involved. However, most companies can expect the following general timeline and expenses.
Typical Timeline
Document preparation: 3–5 working days
Application review by the Department of Planning and Investment: 7–10 working days
Post-registration procedures: 5–7 working daysAverage total time: around 15–20 working days from start to finish.
Estimated Costs
The total cost to establish a Joint Stock Company in Vietnam depends on whether you handle the process yourself or hire a professional service.
If You Register the Company Yourself
For Vietnamese founders or investors familiar with local procedures, handling the process directly is the cheapest option.
You will need to cover the following common expenses:
- Government registration fee: around VND 1,000,000 – 1,500,000 (≈ USD 40 – 60)
- Company seal registration and publication: around VND 800,000 – 1,000,000 (≈ USD 30 – 40)
- Translation and notarization (if any foreign documents): around VND 1,000,000 – 2,000,000 (≈ USD 40 – 80)
Estimated total: VND 3,000,000 – 4,500,000 (≈ USD 120 – 180)
However, if you’re not familiar with local regulations, the process can become time-consuming, leading to delays or additional costs for resubmissions.
This option is best suited for local entrepreneurs who already understand Vietnam’s business registration process.
If You Use a Professional Service
For foreign investors or those who prefer a smooth and efficient setup, working with a legal or business consulting firm is often the best choice.
These professionals manage the entire process, from document preparation and translation to application submission and certification.
You will need to cover the following standard expenses:
- Government and seal fees: around VND 1,500,000 – 2,000,000 (≈ USD 60 – 80)
- Translation and notarization: around VND 2,000,000 – 3,000,000 (≈ USD 80 – 120)
- Investment Registration Certificate (if required): around VND 3,000,000 – 5,000,000 (≈ USD 120 – 200)
- Professional setup and legal services: around VND 15,000,000 – 25,000,000 (≈ USD 600 – 1,000)
Estimated total: VND 20,000,000 – 30,000,000 (≈ USD 800 – 1,200)
While this option is more expensive, it ensures your company is established correctly, fully compliant, and without unnecessary delays, ideal for foreign investors or businesses entering the Vietnamese market.
Ongoing Compliance Requirements for a Joint Stock Company in Vietnam
Once your Joint Stock Company (JSC) is officially established, staying compliant with Vietnam’s regulations is essential to maintain its legal status and avoid penalties.
Annual Financial Statements
Every JSC must prepare and submit annual financial statements in line with the Vietnamese Accounting Standards (VAS).
Reports must be audited if the company has foreign ownership or meets specific size thresholds.
These statements are submitted to the tax authorities and Department of Planning and Investment (DPI) within 90 days after the fiscal year ends.
Tax Declarations
Your company must file and pay:
- Value-Added Tax (VAT) — monthly or quarterly.
- Corporate Income Tax (CIT) — annually (standard rate: 20%).
- Personal Income Tax (PIT) — for employees, filed monthly or quarterly.
Tax declarations and filings can generally be submitted electronically, and businesses are required to hold a valid digital signature or electronic authentication to use the tax portal. Late payments or non-filing may lead to fines or suspension of the tax code
Labour and Social Insurance
If your company hires employees, it must:
- Register employment contracts with the local Labour Department.
- Contribute to social, health, and unemployment insurance each month.
- Maintain employee records and comply with Labour Code (2020) standards.
These registrations must be completed within 30 days of hiring staff.
Capital Contribution Deadline
Shareholders must contribute the registered charter capital within 90 days from the issuance of the Enterprise Registration Certificate (ERC).
Failure to do so may result in capital adjustment requirements or administrative fines.
Updating Company Information
Any change in company details, such as legal representation, business address, charter capital, or shareholders, must be reported to the DPI within 10 working days.
Failing to update company information can lead to penalties or compliance issues during audits.
Annual Report to the DPI
All JSCs must submit an annual operational report to the Department of Planning and Investment.
This report summarizes business activities, revenue, and compliance status for the previous year.
Establishing a Joint Stock Company in Vietnam becomes simple when you have the right partner.
With years of experience and in-depth legal knowledge, ATA Services Vietnam helps you save time, effort, and unnecessary complications, ensuring your company is set up quickly, correctly, and fully compliant with Vietnamese law
Contact ATA Services Vietnam today to simplify your company registration process and start your business journey with confidence
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FAQS
What is a Joint Stock Company in Vietnam?
How long does it take to establish a Joint Stock Company in Vietnam?
What is the minimum capital required for a JSC in Vietnam?
Can foreign investors own 100% of a JSC in Vietnam?
What are the tax obligations for a Joint Stock Company in Vietnam?
A JSC must register for tax, file annual reports, and pay corporate income tax (usually 20%). It may also be subject to VAT and personal income tax for employees.
