Application for delisting of public companies in Vietnam

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Application for delisting of public companies in Vietnam (Internet image)

Regarding this issue, LawNet would like to answer as follows:

1. Regulations on involuntary delisting in Vietnam

Article 38 of the Law on Securities Law 2019 stipulates the involuntary delisting of a public company is 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 Law 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 Law 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.

2. Application for delisting of public companies in Vietnam

The application for delisting of public companies under Article 39 of the Law on Securities Law 2019 is as follows:

In the case specified in Clause 2 Article 38 of this Law, the public company shall submit an application for delisting to SSC. An application for delisting consists of:

- The certificate of enterprise registration;

- The notice that the public company no longer fully satisfies the requirements in Point a Clause 1 Article 32 of the Law on Securities Law 2019;

- The list of shareholders provided by VSDCC;

- The latest annual financial statement audited by an accredited 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.

3. Rights and obligations of public companies in Vietnam

According to Article 34 of the Law on Securities Law 2019, the rights and obligations of public companies are as follows:

- After SSC confirms the public company registration, the public company shall have the following rights and obligations:

+ Disclose information in accordance with the Law on Securities Law 2019;

+ Comply with regulations on company administration in the Law on Securities Law 2019;

+ Apply for share registration at VSDCC  as prescribed in Clause 1 Article 61 of the Law on Securities Law 2019;

+ The public company mentioned in Point a Clause 1 Article 32 of the Law on Securities Law 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 the Law on Securities Law 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 Article 34 of the Law on Securities Law 2019, a public company also has the rights and obligations specified in the Law on Enterprises and relevant laws.

Quoc Dat

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