Setting Up a Joint Stock Company in Da Nang

Da Nang is one of Vietnam's most dynamic investment destinations, well suited to start-ups, technology companies, trading and service businesses, logistics, tourism and real estate. Among the common types of business entities, the joint stock company is often the choice when the founding team plans to raise capital, scale up, or build a transparent governance structure from day one.

However, setting up a joint stock company in Da Nang is not just a matter of submitting an enterprise registration dossier. Founders need to think carefully about the number of shareholders, ownership ratios, charter capital, voting rights, share transfer mechanisms and the new information disclosure obligations. Drawing on its experience in corporate law, HLR Legal Vietnam generally advises investors to prepare their ownership structure thoroughly before filing, rather than treating the procedure as a box-ticking exercise just to "get registered."

What is a joint stock company?

A joint stock company is a type of enterprise whose charter capital is divided into equal portions called shares. The holders of shares are called shareholders. Under the Law on Enterprises, a joint stock company has legal entity status from the date it is issued an Enterprise Registration Certificate, and it has the right to issue shares, bonds and other securities in accordance with the law.

In terms of liability, shareholders are liable for the company's debts and other property obligations only up to the amount of capital they have contributed. This is what makes the joint stock company model suitable for projects with multiple investors that need a clear separation between personal assets and company assets.

When should you choose a joint stock company?

A business should consider the joint stock company model in the following cases:

• Three or more investors are contributing capital together.
• The company plans to raise capital from individuals, investment funds or strategic partners.
• The owners want capital stakes to be easily transferable through shares.
• The company needs a governance structure consisting of a General Meeting of Shareholders, a Board of Directors and a Director/General Director.
• The company plans to expand, issue shares or list on a stock exchange in the future.

Conversely, if the business has only one or two capital contributors, runs a simple operation and has no current need to raise capital, a limited liability company may be the leaner option in terms of governance.

How many shareholders are needed to set up a joint stock company?

A newly established joint stock company must have at least 03 founding shareholders. Shareholders may be individuals or organizations, domestic or foreign, provided they do not fall under any of the cases prohibited from establishing and managing enterprises under the law. There is no cap on the maximum number of shareholders in a joint stock company, which is a major advantage when a business wants to broaden its ownership base.

In addition, the founding shareholders must jointly subscribe for at least 20% of the total number of ordinary shares authorized for offering at the time of enterprise registration. This is an important point to factor in when drafting the company charter and the list of founding shareholders.

How to allocate shares among founding shareholders

Share allocation should not be based solely on the amount of initial capital contributed. In legal practice, ownership ratios should also reflect each person's founding effort, management role, assets contributed as capital, business know-how, customer network and long-term commitment.

Advisory services on share allocation among founding shareholders typically focus on three key issues:

• Whether the ownership ratios secure the intended level of control.
• Who has the authority to decide on important matters.
• How to handle situations where a shareholder exits, fails to contribute capital in full, or a dispute arises.

When advising on share allocation among founding shareholders, legal practitioners usually recommend that companies put in place a shareholders' agreement alongside the company charter. This document can cover pre-emptive rights to purchase shares, transfer restrictions, confidentiality undertakings, non-compete obligations and the procedure to follow when a shareholder is no longer involved in running the business.

How much charter capital should a joint stock company register?

The law does not set a general minimum charter capital for all joint stock companies, except for certain business lines that are subject to legal capital requirements. The amount to register should therefore be based on the scale of operations, the business lines, the shareholders' actual ability to contribute and the company's development plans.

If the registered capital is too low, the company may face difficulties when dealing with partners and banks or when participating in tenders. If it is too high and is not fully contributed on time, the company may have to adjust its capital and bear the resulting legal risks. For joint stock companies, capital contributions and the recording of shares must be handled carefully to avoid ownership disputes later on.

Registration dossier for a joint stock company in Da Nang

According to the guidance on registering a new joint stock company, the basic dossier usually includes an application for enterprise registration, the company charter, a list of founding shareholders, a list of shareholders who are foreign investors (if any), legal documents of the individuals or organizations contributing capital, and a letter of authorization if a service provider is authorized to carry out the procedure.

Where there are foreign investors, conditional business lines or corporate shareholders, the dossier needs closer review. This is why many businesses choose an all-inclusive joint stock company set-up service in Da Nang, so that everything — the company name, head office address, business lines, capital, shareholders and governance structure — is checked consistently.

Beneficial owner disclosure when establishing a company

From 01 July 2025, the Law amending and supplementing certain articles of the Law on Enterprises and Decree No. 168/2025/ND-CP introduced provisions on the beneficial owners of enterprises. A joint stock company's registration dossier may need to include a list of beneficial owners if the company falls within the cases requiring such disclosure.

Under the implementing regulations, an individual who directly or indirectly owns 25% or more of the charter capital or 25% or more of the total voting shares, or an individual who has the right to control certain important decisions of the enterprise, may be identified as a beneficial owner.

In practice, this is a new requirement that should be checked right from the dossier preparation stage, especially where the company has corporate shareholders, foreign shareholders or a multi-layered ownership structure.

The joint stock company set-up process at HLR Legal

When using our all-inclusive joint stock company set-up service in Da Nang, the process at HLR Legal Vietnam typically follows these steps:

Step 1: Intake and advice on the business model
Our legal team reviews the client's business needs, number of shareholders, capital contribution ratios, business lines, head office address and development goals.

Step 2: Advice on shares, capital and the charter
At this step, the client receives advice on allocating shares among founding shareholders, determining an appropriate charter capital and drafting the key provisions of the company charter.

Step 3: Preparing and filing the dossier
The dossier is prepared based on the agreed information and then filed with the competent business registration authority in Da Nang, or submitted through the online enterprise registration system.

Step 4: Receiving and handing over the results
Once the dossier is accepted as valid, the company is issued its Enterprise Registration Certificate. The advisory firm hands over the results and provides guidance on the tasks to complete after establishment.

Costs and timeline

The cost of setting up a company depends on the scope of work, the number of shareholders, whether there is a foreign element, and whether the client needs a shareholders' agreement, initial tax advice, a digital signature, e-invoicing or other accompanying legal services. As for government charges, the fee for public announcement of enterprise registration details is currently recorded at VND 100,000 per announcement; the enterprise registration fee and any exemptions or reductions may vary over time, by filing method and by the applicable fee schedule.

In terms of timing, if the dossier is complete, the information is consistent and no amendments are required, processing usually takes a few working days. For dossiers involving foreign elements or conditional business lines, the timeline may be longer due to additional checks on investment conditions, sub-licenses or documents proving the shareholders' legal status.

What to do after receiving the license

After being issued its Enterprise Registration Certificate, a joint stock company should not stop at simply "having a license." Tasks to complete include:

• Making a company seal or deciding on the form of the company seal.
• Opening a bank account.
• Registering a digital signature.
• Filing the initial tax declaration.
• Registering for and issuing e-invoices.
• Putting up a signboard at the head office.
• Contributing capital on time and keeping records of capital contributions.
• Setting up the shareholder register.
• Finalizing the charter and internal resolutions and decisions.
• Checking business conditions if operating in a conditional business line.

This is also the stage at which the company should build its internal legal records from the outset, to avoid risks when raising capital, taking bank loans, transferring shares or resolving shareholder disputes.

Frequently asked questions

1. Must a joint stock company have 3 shareholders?
Yes. A newly established joint stock company must have at least 03 founding shareholders. After establishment, the company needs to maintain a shareholder structure that complies with the law.

2. Should we register a very high charter capital to boost credibility?
Registering an overly high capital is not advisable if shareholders cannot contribute it in full. Charter capital should reflect the company's business needs and its actual financial capacity.

3. Can founding shareholders transfer their shares?
For the first 03 years from the date of issuance of the Enterprise Registration Certificate, ordinary shares held by founding shareholders are restricted from being transferred to persons who are not founding shareholders, unless approved by the General Meeting of Shareholders.

4. Should we use an all-inclusive joint stock company set-up service in Da Nang?
It is worth considering if the company has many shareholders, needs a tightly drafted charter, has foreign investors or wants to save time dealing with the business registration authority. An all-inclusive service helps minimize errors and ensures the dossier is consistent from the start.

5. Does HLR Legal Vietnam provide support after establishment?
Support may be provided depending on the company's needs, including post-establishment legal advice, contract review, amendments to enterprise registration, share transfers, internal corporate advice and other procedures related to the company's operations.

Conclusion

The joint stock company model suits founding teams with long-term growth plans, fundraising goals or ambitions to scale. However, for the process of setting up a joint stock company in Da Nang to go smoothly, the business needs to prepare carefully — from the shareholder structure, charter capital and company charter to the obligation to disclose beneficial owners.

With HLR Legal Vietnam by your side, your business can access professional legal services, minimize risks from the very first step, and build a transparent governance foundation for its future operations.