What is the application for public company registration in Vietnam in 2024? What are the regulations on involuntary delisting?
What is the application for public company registration in Vietnam in 2024?
Currently, issues related to public companies are still implemented in accordance with the provisions of the Law on Securities 2019 and its guiding documents. During the recent National Assembly session, no documents to amend the Law on Securities 2019 were passed.
Accordingly, the application for public company registration in 2024 shall comply with the provisions of Article 33 of the Law on Securities 2019 as follows:
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.
What is the application for public company registration in Vietnam in 2024?
What is a public company in Vietnam?
Pursuant to the provisions of Article 32 of the Law on Securities 2019, public companies are understood as follows:
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 of the Law on Securities 2019.
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 Law on Securities 2019 within 90 days from the day on which the requirements specified in Point a Clause 1 of this Article are fully satisfied.
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 Article 32 of Law on Securities 2019, SSC shall confirm the registration of the public company, publish the company’s name, operations and other information on SSC’s media.
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 this Law 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 this Law, 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.
What are the rights and obligations of a public company in Vietnam?
Pursuant to the provisions of Article 34 of the Law on Securities 2019, after SSC confirms the public company registration, the public company shall have the following rights and obligations:
- Disclose information in accordance with this Law;
- Comply with regulations on company administration in Law on Securities 2019;
- Apply for share registration at VSDCC as prescribed in Clause 1 Article 61 of Law on Securities 2019;
- The public company mentioned in Point a Clause 1 Article 32 of Law on Securities 2019 shall apply for trading shares on the trading system for unlisted securities within 30 days from the day on which SSC confirms the public company registration. After 02 years from the first day of trading on the trading system for unlisted securities, the public company may apply for listing if whenever all listing requirements are satisfied;
- The public company mentioned in Point b Clause 1 Article 32 of Law on Securities 2019 shall have its shares listed or registered within 30 days from the ending date of the public offering.
Apart from the rights and obligations specified in Clause 1 of this Article, a public company also has the rights and obligations specified in the Law on Enterprises and relevant laws.
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