TABLE OF CONTENT

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 INTRODUCTION
Through out the history of economic development, Joint Stock
Companies perhaps play the most vital role in the expansion of the industry.
In developed country such as United States, Great Britain, Germany, … Join
Stock Companies are elaborating the economies, bringing them much bigger
opportunities to growth and develop. Apple Inc, Samsung, Tesla, Toyota,…, in
Vietnam we have FPT, Mobile World Group, Vin Group,… all of these names
have one in common: They are all organized and structured as a Joint Stock
company.
So how does this form of business entity can really help develop a
company to prosperity? To answer this question, our group will provide a closer
look on the structure, organized, characters of a Joint Stock company in
Vietnam.

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 CONTENT
I. Definition of Joint Stock Company under Vietnamese Law:
1. Definition:
According to Article 111 of the Enterprise Law 2020, a joint stock
company is an enterprise, in which:
- The authorized capital is divided into equal parts called shares;
- Shareholders can be organizations and individuals; the minimum
number of shareholders is 03 and the maximum number is not limited;
- Shareholders are only responsible for the debts and other liabilities of
the enterprise up to the amount of capital contributed to the enterprise;
- Shareholders have the right to freely assign their shares to others, except
for the cases specified in Clause 3, Article 120 and Clause 1, Article 127 of this
Law.
- A joint stock company has a legal status from the date of being granted
the Enterprise Registration Certificate.
- Joint-stock companies have the right to issue shares of all kinds to raise
capital.
2. Characteristics:
- Must have at least 03 founding shareholders and unlimited maximum
number of shareholders;
- The authorized capital is divided into equal parts called shares, the
purchase of shares is the main way to contribute capital to a joint stock
company;
- Shareholder is the person who owns at least one share of the joint-stock
company, is only responsible for the debts and other financial obligations within
the amount of capital contributed;
- Joint stock companies are allowed to issue types of securities such as
stocks, bonds ... to raise capital.
II. Structure of joint stock company in VietNam
General Meeting: Highest decision-making body of the company
consisting of all shareholders. An Annual General Meeting must be called at
least once per year where the director(s) of the company present the annual
report of the company’s performance and strategy. Issues not resolved at the
Annual General Meeting can be resolved at an Extraordinary General Meeting,
which can be convened at any time.
Management Board: A body of members elected by the General Meeting
who jointly oversee the activities of a company.
Inspection Committee: A committee compiled of independent inspectors
appointed by the General Meeting. The committee’s role is to supervise the
Management Board and the General Director. An Inspection Committee is not
required if the company has less than 11 shareholders of which no shareholder
holds more than 50 per cent of the shares, or if at least 20 per cent of the

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Management Board Members are independent members who form an
independent auditing committee.
Chairman of the Management Board: A member of the Management
Board elected by the members to organise the work of the Management Board
and to call and head the meetings at least once per quarter.
General Director: Legal representative of the company appointed by the
Management Board who is in charge of the day to day activities of the
company. This can be a major shareholder, officer or chief executive who
represents the interests of the company’s shareholders. The General Director
must be an employee of the company and reside in Vietnam.
Such a corporate structure is particularly important to manage the affairs
of the company operations. Because shareholders are generally scattered in
different locations, some can be passive in its matters or play an integral part in
its management, thus management and ownership can be interlinked.
Within this corporate structure, shareholders, management board
members and directors are all responsible for acting in the best interests of the
company and can be held accountable for any negligent actions. Shareholders
are only required to contribute the amount of the face value of their original
share and the management board members and directors can be held liable for
any damage caused by the negligent behaviour.
III. Management of joint stock company in Vietnam
According to the provisions of the Law on Enterprise 2020, the organizational
and managerial structure of a Joint Stock Company includes: General Meeting
of Shareholders, Board of Directors; Director, General Director); For a joint
stock company with more than 11 shareholders being individuals or having
institutional shareholders owning more than 50% of the total shares of the
company, the Control Board is required.
1. Shareholders general. (Article 138 Vietnam law on enterprises):
The General Meeting of Shareholders includes all shareholders with
voting rights (including common shareholders and voting preference
shareholders), is the highest decision-making body of a joint stock company.
Institutional shareholders have the right to appoint one or more authorized
representatives to exercise their shareholder rights in accordance with the law;
In a case where more than one authorized representative is appointed, the
specific number of shares and the specific number of votes of each
representative must be specified.
2. Board of management. (Article 153 Vietnam law on enterprises):
The Board of Directors is the governing body of a joint stock company,
has full authority to make decisions on behalf of the company on all matters
related to the company’s purposes and interests, except for matters falling under
the authority of the General Meeting of Shareholders bronze.
The Board of Directors shall have not less than three members, not more
than eleven members, unless otherwise provided in the company charter.
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Members of the Board of Directors are not necessarily shareholders of the
company.
3. Chief Executive Operator (CEO) or director. (Article 163 Vietnam law
on enterprises):
The director or general director runs the company’s day-to-day business.
The director or general director of the company is appointed one of them by the
Board of Directors or hires another person, is subject to the supervision of the
Board of Directors and is responsible to the Board of Directors and the law for
the shows assigned rights and duties. If the company charter does not provide
that the Chairman of the Board of Directors is the legal representative, the
Director or General Director is the legal representative of the company.
The term of the director or general director does not exceed five years;
can be reappointed for an unlimited number of terms.
4. Board of supervisor (depends on company) (Article 168 Vietnam law on
enterprises):
For a joint-stock company with more than 11 shareholders being an
individual or having an institutional shareholder owning more than 50% of the
company’s total shares, a Control Board is required.
The Supervisory Board has from 03 to 05 members unless otherwise
provided in the company charter; the term of the Control Board does not exceed
five years; Members of the Supervisory Board may be re-elected for an
unlimited number of terms. The Supervisory Board must have more than half of
its members permanently residing in Vietnam. The Head of the Supervisory
Board must be a professional accountant or auditor and must work full-time at
the company, unless a higher standard is provided in the company charter.
IV. Joint Stock Company: Advantages and Disadvantages
A Joint Stock Company is an incorporated association of two or more
persons having a separate legal existence with perpetual existence and common
seal.
Its capital is divided into shares which are freely transferable and the
owners of these shares have limited liability. It is an artificial entity created by
law.
A Joint Stock Company is capable of procuring unlimited capital by
issuing share and debentures which can be bought both by the classes and the
masses.
Due to qualities such as limited liability and stability of the enterprise, the
Joint Stock Company attracts investors and good managerial talent towards the
company. Thus, a Joint Stock Company is in a better position to meet the
growing needs of modern business.
Advantages of Joint Stock Company:
- Larger Capital: The huge capital required by modern enterprises would
not be possible under other forms of organisations like sole individual
proprietorship and even in partnership. The joint stock company by its
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widespread appeal to investors of all classes can raise adequate resources of
capital required by large-scale enterprise.
- Limited Liability: Liability of the shareholders of a company is limited
to the face value of the shares they have purchased. It has a stimulating effect on
investment. The private property of shareholder is not attachable to recover the
dues of the company.
- Stability of Existence: The organisation of a company as a separate legal
entity gives it a character of permanence or continuity. As an incorporated body,
a company enjoys perpetual existence.
- Economies of Scale: Since the company operates on a large scale, it
would result in the realisation of economies in purchases, management,
distribution or selling. These economies would provide goods to the consumer
at a cheaper price.
- Scope for Expansion: As there is no restriction to the maximum number
of members in a public company, expansion of business is easy by issuing new
shares and debentures.
- Public Confidence: Formation and working of companies are well
regulated by the provisions of the Companies Act. The provisions regarding
compulsory publication of some documents, accounts, director’s report, etc.,
create confidence in public. Their accounts are audited by a chartered
accountant and are to be published. This creates confidence in the public about
the functioning of the company.
- Transferability of Share: The shareholders of a public company are
entitled to transfer the shares held by them to others. The shares of most joint
stock companies are listed on the stock exchange and hence can be easily sold.
- Professional Management: The management of a company vests in the
directors duly elected by shareholders. Normally, experienced persons are
elected as directors. Thus, the available skill is utilized for the benefit of the
company. The company organisation, therefore, is like a bridge between the
skill and capital.
- Tax Benefits: Company pays lower tax on a higher income. This is
because of the reason that the company pays tax on the flat rates. Similarly,
company gets some tax concessions if it establishes itself in a backward area.
- Risk Diffused: The membership of a company is large. The business
risk is divided among several members of the company. This encourages
investment of small investors.

Disadvantages of Joint Stock Company:

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 - Lack of Secrecy: Every issue is discussed in the meeting of the board of
directors. The minutes of meeting and accounts of the firm’s profit and loss etc.,
have to be published. In this situation maintenance of secrecy is difficult.
- Delay in Decision Making: In company form of organisation, all
important decisions are taken by the board of directors and shareholders in
general meeting. Hence, decision making process is time consuming. Board of
directors itself has often to be at the mercy of bureaucracy.
- Delay in Decision Making: The company form of organisation gives
scope for concentration of economic power in a few hands. It gives easy scope
for the formation of combinations which results in monopoly. Large joint stock
companies tend to form themselves into combinations or associations exercising
monopolistic power which may prove detrimental to other firms in the same line
or to the consumers.
- Lack of Personal Interest: In company form of organisation, the day-to-
day management is vested with the salaried persons or executives who do not
have any personal interest in the company. This may lead to reduced employee
motivation and result in inefficiency.
- More Government Restrictions: The internal working of the company is
subject to statutory restrictions regarding meeting, voting, audit, etc. The
establishment and running of a company, therefore, would prove to be
troublesome and burdensome because of complicated legal regulations.
- Incapable and Unscrupulous Management: Unscrupulous individuals
may bring economic ruin to the community by promoting bogus companies.
The fraudulent promoters may be fool the public to collect capital and misuse it
for their personal gain. Misuse of property, goods and money by the managerial
personnel may harm the interests of the shareholders and create panic among
the investing public.
- Undue Speculation in the Shares of the Company: Illegitimate
speculation in the values of shares of a company listed on the stock exchange is
injurious to the interest of shareholders. Violent fluctuations in the values of
shares as a result of gambling on the stock exchange, weakens the confidence of
investors and may lead to financial crisis.
V. VinGroup Joint Stock Company
1. Structure of VinGroup
Vingroup Group Joint Stock Company has a business structure that includes
many industries in many different fields. In the annual general meeting of
shareholders, the management board announced the structure of business lines:
(insert table) Therefore, the three main areas of business that vingroup does
business are:
- Technology: VinTech Technology Development Joint Stock Company.,
others vinsoftware, research institutes.
- Industry: VinFast Manufacturing and Trading Company Limited, Vinfast
factory, Vinsmart research and production joint stock company.
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 - Trade in Technology services: Vin has 28 subsidiaries in this sector.
Especially: Vinhomes, Vincome, Vinpearl, Vinpro, VinID, Vinmec, ect
Accordingly, trade in Technology services is the main business. In this field,
Vingroup has achieved many major awards in the region: Asian Responsible
Enterprise honored VinCommerce brand - Enterprise Asia, 2019; Top 10 Real
Estate Investors in Vietnam - BCI Asia Awards, 2018 – 2019; Asian
Responsible Enterprise honored VinCommerce brand - Enterprise Asia,
2019….. so we can see that the company's structure forms a closed ecosystem in
terms of products. Each sector includes many famous brands / subsidiaries and
can be sure to say: Already Vietnamese, everyone uses Vingroup's services no
matter where you are. Have a baby at Vinmec, go to school at Vinschool, go to
Vinmart market, house in Vinhome, resort to Vinpearl…. to see that any
consumer demand is fully met by Vingroup. For instance, real estate business:
building a residential area will accompany the provision of residential services:
such as food, vinfast vehicles… If you are a customer using Vingroup services,
health care, study or other entertainment services, Vingroup can take care of all
your needs. That is the Vingroup ecosystem.
2. Mangament of VinGroup
a, Company management system 
 Regarding the corporate management system structure, the Vingroup Group
Joint Stock Company still follows the structure specified in Article 137 of the
Enterprise Law regarding the organizational structure of joint stock companies:
including the Board of Directors,  The Board of Directors, the Supervisory
Board and the General Meeting of Shareholders, notably Mr. Pham Nhat Vuong
– Chairman of the Board of Directors, his wife, Mrs. Pham Thu Huong as vice
chairman of Vingroup, … 
 In this system, the percentage of votes of the General Meeting of Shareholders
is the absolute decision, but the responsibility for setting the direction belongs
to the chairman of the board of directors.  The business plans proposed by the
Chairman of the Board of Directors will be considered and considered by the
Board of Directors before being voted for and approved by the General Meeting
of Shareholders.  If the majority of votes agree, the decision will be passed and
the projects will officially commence. 
 In addition, the company also has an independent control board and specialized
departments to handle daily business affairs. 
 b, Human Resource Management 
 Focusing on management and staff training 
 From the leadership level to the employees of Vingroup, it is necessary to learn
and study at all times.  For leading cadres, training of less than 52 hours / year is
required;  1 employee 1 year must train 100 hours.  With Vingroup, those who
study will enjoy higher and better benefits, or the additional benefits will not be
cut off. 

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 Mr. Vuong also said that human nature is not self-conscious.  Therefore,
Vingroup has clear and strict regulations on reward, reward and punishment for
everyone to comply. 
 Each employee is responsible for the work he does 
 In Vingroup’s human resources management, Mr. Vuong said that each
employee must be responsible for his or her work.  Because of that, they are the
ones most responsible for their own work and from there trying to complete the
assigned work.  If the employee does not do well, he will be punished,
disciplined, or even fired. 
 Ensuring the welfare regime for employees 
 In its human resource management, Vingroup always focuses on the welfare of
its employees.  This is the golden key to keeping them long with the company. 
 In addition, Vingroup also ensures uniforms, protective equipment, labor tools,
machines … for employees according to each profession and is committed to
providing a healthy, fair, professional working environment.  Most
professional. 
 Vingroup employees also enjoy other benefits brought by the group such as:
Giving gifts on important occasions such as birthdays, births, marriage; 
organizing vacation activities and tourism for employees;  set up a fund to
support employees in difficulty, set up a mutual fund with mutual interest with
no interest loans … Besides, Vingroup also has its own rewarding regimes for
excellent employees. 
 Standardize and simplify to improve management efficiency 
 One of the human resources revolution of Vingroup is the standardization and
simplification to improve management efficiency for businesses.  Accordingly,
the standardization in Vingroup is the most detailed and effective employee
management by clearly dividing the work for each employee and each
department, each department will be responsible for employee management. 
Mine.  In addition, it is necessary to stratify the employee system in the
enterprise for easy management … 

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 CONCLUSION
It cannot be refused that Joint Stock companies is a crucial element which
determined the development of an entire Nation. The effect of Joint Stock
Companies to the economy is undeniably enormous. The presentation has
pointed out the characteristics, advantage and disadvantage as well as the
structure and organization to ensure audiences can realize the important to this
type of business entity.

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