What are the conditions to become a public company in Vietnam? What is the application for public company registration?
What are the conditions to become a public company in Vietnam?
Pursuant to the provisions of Article 32 of the Law on Securities 2019, there is the following content:
Public companies
1. A joint-stock company will become a public company in one of the following cases:
a) The company has a contributed charter capital of at least 30 billion VND and at least 10% of the voting shares are being held by at least 100 non-major shareholders;
b) The company has successfully made its IPO by registration with SSC as prescribed in Clause 1 Article 16 of this Law.
2. The joint-stock company mentioned in Point a Clause 1 of this Article shall submit the application for public company registration as prescribed in Clause 1 Article 33 of this Law to SSC within 90 days from the day on which the requirements specified in Point a Clause 1 of this Article are fully satisfied.
3. Within 15 days from the receipt of the valid application from the joint-stock company mentioned in Point a Clause 1 of this Article, or from the receipt of the report on completion of the offering prescribed in Point b Clause 1 of this Article, SSC shall confirm the registration of the public company, publish the company’s name, operations and other information on SSC’s media.
Thus, a joint-stock company will become a public company in one of the following cases:
- The company has a contributed charter capital of at least 30 billion VND and at least 10% of the voting shares are being held by at least 100 non-major shareholders;
- The company has successfully made its IPO by registration with SSC as prescribed in Clause 1 Article 16 of the Law on Securities 2019.
What are the conditions to become a public company in Vietnam? What is the application for public company registration? (Picture from internet)
What is the application for public company registration in Vietnam?
Pursuant to the provisions of Clause 1, Article 33 of the Law on Securities 2019, an application for public company registration consists of:
(1) The application form;
(2) The company’s charter;
(3) The certificate of enterprise registration;
(4) The information disclosure statement about the public company, including summary of the company’s organizational structure, business operations, management, shareholders, assets, financial status and other information;
(5) The latest annual financial statement audited by an independent audit organization. In case the company’s charter capital is increased after the end of the latest fiscal year, an audited financial statement of the latest period is required;
(6) The list of shareholders.
In addition, according to the provisions of Article 7 of Circular 118/2020/TT-BTC, an application for registration of a public company after full or partial division, consolidation or merger includes:
(1) The application form;
(2) The company’s charter;
(3) The certificate of enterprise registration;
(4) The information disclosure statement about the public company, including summary of the company’s organizational structure, business operations, management, shareholders, assets, financial status and other information;
(5) The list of shareholders.
(6) The latest annual financial statements of the joint-stock company established after full or partial division or consolidation, which have been audited by an independent audit organization. If the latest annual financial statements are not available at the time of application for public company registration because the company does not yet operate for a full fiscal year, the latest annual financial statements included in the application shall be replaced with the financial statements of the latest period which have been audited b an independent audit organization.
(7) The latest annual financial statements of a joint-stock company established after the merger, which have been audited by an independent audit organization. In case the company established after the merger applies for enterprise registration after the end of the latest fiscal year, the audited financial statements of the latest period are required.
What are the regulations on involuntary delisting in Vietnam?
Pursuant to the provisions of Article 38 of the Law on Securities 2019, regulations on involuntary delisting are as follows:
- The public company shall send SSC a notice enclosed with a list of shareholders provided by VSDCC within 15 days from the day on which the contributed charter capital is found to be under 30 billion VND according to the latest audited financial statement, or the composition of shareholders is found to be unconformable with Point a Clause 1 Article 32 of the Law on Securities 2019 according to confirmation of VSDCC.
- In case a public company fails to fully satisfy the requirements for listing after 01 year from the day on which it no longer fully satisfies the requirements specified in Point a Clause 1 Article 32 of the Law on Securities 2019, SSC shall consider delisting it.
- The company shall fully comply with regulations on public companies until SSC issues a delisting notice.
- Within 07 working days from the receipt of SSC’s notice of delisting, the company shall announce the delisting on its website and the media of SSC and VSE, follow procedures for delisting or deregistration as prescribed by law.
The Minister of Finance shall promulgate regulations on delisting of public companies due to reorganization, dissolution and bankruptcy.
LawNet
