A Joint-Stock Company in Vietnam is designed for businesses that need a broader shareholder base or greater flexibility to raise capital. Under Vietnam’s current enterprise framework, it must have at least three shareholders, with no maximum limit, and can issue shares, bonds and other securities.
This structure is often considered by businesses planning for expansion, external investment or a future public listing. It also allows shareholders to transfer ownership more flexibly than in a limited liability company, subject to the company charter and applicable legal restrictions.
This guide explains the structure, shareholder requirements, capital-raising options, incorporation process and key considerations for setting up a joint-stock company in Vietnam in 2026.
A Joint-Stock Company (JSC) is a legal company whose charter capital has been divided into equal shares for each shareholder, Under Vietnam’s current Law on Enterprises framework, There must be at least three stockholders. Regarding the maximum number of stockholders, there are no restrictions.
The shareholders can be of any nationality. As a result, the nationality of shareholders in a foreign-invested JSC Vietnam can be structured as
Contrary to a Limited Liability Company, a Joint-Stock Company in Vietnam can issue shares and list them on the stock exchange publicly. By doing this, you can mobilise capital, sell shares, and raise funds more easily. In this article, we will tell you more about a joint-stock company in Vietnam concerning, its structure, advantages, requirements, and setup process.
The corporate structure of this type of entity is more complex than a limited liability company due to its larger capital contribution size and suitability for medium and large corporations.
In Vietnam, a Joint-Stock Company must consist of the following:
For a legal representative who is a foreign national, Vietnamese laws require them to obtain a work permit and TRC (Temporary Residence Card). They should also have at least 12 months of work experience in a managing position or equivalent.
This is the top body consisting of all shareholders for decision-making on critical issues in a company. A general meeting must be held annually. It requires a director or directors to present the annual report on the strategy and performance of the company.
The Board of Directors (BOD) is the governing body of a joint-stock company. The Board of Directors has full power, on behalf of the company, to decide and execute the rights and obligations of the company, except for the ones under the authority of the General Shareholder Meeting above. The BOD consists of 03 to 11 members, all of whom are specified in the company's charter. It may vary from company to company, but the BOD has regular members and independent members (if necessary).
The General Shareholder Meeting will elect independent supervisors to form the Board of Supervisors. Its function is to monitor the activities of the Board of Directors and Managing Director for the transparent administration of the company and reports to the General Shareholder Meeting.
When a JSC Vietnam has more than 10 shareholders or one of the corporate shareholders owns at least 50% of the shares, having a Board of Supervisors is a must.
The Board of Directors is to appoint a Chairman, who may concurrently be the Managing Director. He will act as the chair of the General Shareholder Meeting and meetings of the BOD. Unless specified otherwise in the company’s charter, the Chairman of the Board of Directors is the company’s legal representative.
The Managing Director is the one who runs the company's business operations daily. This position is appointed or hired based on a labour contract, each term lasting no more than 5 years, although he may be reappointed subsequently. This Director manages the company under the supervision of the Board of Directors and the Board of Supervisors. He may take the role of the legal representative of the company if specified in the company’s charter.
Shares of a joint-stock company are also regulated by the Law on Enterprise 2020, with two main types: ordinary shares and preference shares. The description and requirements of preference shares are specified in the company’s charter.
Ordinary shares may not be converted into preference shares, although a resolution from the General Meeting of Shareholders may convert certain preference shares to ordinary ones.
A joint-stock company can raise additional capital through:
When talking about the limited liability of shareholders, a joint-stock company is highly beneficial to shareholders personally. Shareholders are only liable for losses or debts that will not exceed the amount they have personally contributed.
Apart from that, shareholders can transfer their ownership of shares to others without the consent of other shareholders.
Additionally, if there is an increase in funds, a joint-stock company in Vietnam is required to hire a chief accountant as well.
A joint-stock company offers flexibility in ownership and capital raising, but its setup and governance are generally more formal than those of a limited liability company. Founders must meet enterprise registration, shareholder, governance and any applicable investment or licensing requirements.
Additionally, during the company’s operations, provisions of the law are generally stricter than smaller entities. To meet these requirements, company-wide decisions are more time-consuming and impersonal. More specifically, the Director, Board of Directors, Board of Shareholders, and the Board of Supervisors all have to authorise an act. However, the decision may still not take into account the minority.
One thing to take note of is that a joint-stock company in Vietnam is not required to be listed on a stock exchange publicly during its initial founding stage.
A public listing is an available option for JSCs with over VND 30 billion in charter capital, over one year of operation, having reported profits in the previous year, and no overdue debt, among other things.
Other than that, all founding shareholders must register and jointly subscribe at a minimum of 20% of the ordinary shares that are offered for sale to the public.
Even though this type of legal entity is quite popular for medium and large projects, the process and requirements of establishing a JSC are more complicated and time-consuming, along with more stringent requirements.
Some of the required documents are as follows:
Audited financial statements of the corporate shareholders (if applicable)
Choosing a joint-stock company in Vietnam should be a considered decision. It is generally best suited to businesses that expect multiple shareholders, plan to raise capital or want greater flexibility to bring in new investors over time. The trade-off is a more formal governance structure, so ownership rights, board responsibilities, capital plans and foreign investment conditions should be clear from the outset.
Ascentium Vietnam can help assess whether this structure fits your business plans, support the incorporation and investment registration process, and manage related tax, accounting and ongoing compliance requirements. The focus is on getting the structure right at the beginning so it can support the business as it grows.