New regulations on public company registration

Ministry of Finance issues new regulations on public company registration

According to Circular No. 19/2025/TT-BTC, the dossier for registration of a public company, dossier and documents reporting the cancellation of public company status as prescribed in this Circular shall be submitted and returned directly, sent by post or via the online public service system according to the guidance documents of the Ministry of Finance.

The dossier for registration of a public company, the dossier and documents reporting the cancellation of the public company status must be prepared in writing in 01 original set in Vietnamese. In case the documents in the dossier and reporting documents are copies, they must be copies from the original book or certified. The dossier and documents must ensure that the information is clear, accurate, truthful, not misleading and contain all important contents that affect the decision of the state management agency.

Documents prepared in a foreign language must be accompanied by a certified Vietnamese translation by a competent authority. Documents issued or certified by a competent foreign authority must be consularly legalized within 06 months from the date the agency receiving the application and reporting documents receives the documents.

According to the provisions of Clause 1, Article 32 of the Securities Law No. 54/2019/QH14 (amended and supplemented by Law No. 56/2024/QH15), a public company is a joint stock company in one of the following two cases:

a) A company with contributed charter capital of VND 30 billion or more, equity capital of VND 30 billion or more, and at least 10% of voting shares held by at least 100 investors who are not major shareholders;

b) The company has successfully conducted an initial public offering of shares through registration with the State Securities Commission as prescribed in Clause 1, Article 16 of this Law.

Organizations and individuals participating in the process of preparing public company registration dossiers, dossiers and documents for canceling public company status, and reports on contributed charter capital up to the time of registration for initial public offering of shares must be responsible before the law for the legality, accuracy, honesty and completeness of the dossiers. Organizations and individuals participating in confirming dossiers and documents must be responsible before the law within the scope related to those dossiers.

The State Securities Commission confirms the completion of public company registration, notifies the cancellation of public company status based on the provided records and reporting documents; is not responsible for violations of organizations and individuals occurring before and after submitting valid records. A valid record is a record with complete documents and the contents of those documents are fully declared according to the provisions of law and the provisions of this Circular.

Procedures for registering a public company

A joint stock company specified in Point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14, amended and supplemented at Point a, Clause 11, Article 1 of the Law No. 56/2024/QH15, must submit a public company registration dossier to the State Securities Commission within 90 days from the date the company completes its capital contribution and has a shareholder structure that meets the provisions in Point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14, amended and supplemented at Point a, Clause 11, Article 1 of the Law No. 56/2024/QH15.

The State Securities Commission is responsible for confirming the completion of public company registration as prescribed in Clause 3, Article 32 of Securities Law No. 54/2019/QH14.

In case the dossier needs to be revised or supplemented to ensure its completeness and validity, the State Securities Commission shall send a written document to the joint stock company registering as a public company, clearly stating the content of the requested revision or supplement.

Within 60 days from the date the State Securities Commission requests amendments or supplements to the dossier, the company shall complete the dossier as requested. After the above deadline, if the joint stock company registering as a public company fails to complete the dossier, the State Securities Commission shall stop reviewing the dossier for registration as a public company. The Board of Directors and the legal representative of the company shall be responsible for reviewing the conditions for a public company as prescribed. In case the conditions for a public company are met, the company shall submit a dossier for registration as a new public company as prescribed; in case the conditions for a public company are not met, the Board of Directors and the legal representative of the company shall report at the nearest General Meeting of Shareholders and shall be responsible before the law.

During the time the dossier is being reviewed, the organization or individual submitting the dossier is obliged to amend or supplement the dossier when discovering incorrect or missing information or changing important content required in the dossier according to the provisions of law or finding it necessary to explain issues that may cause misunderstanding.

The time limit for reviewing the dossier is calculated from the date the State Securities Commission receives the complete and valid dossier. The amended and supplemented documents must be signed by the persons who signed the dossier or by persons with the same title as those persons or by the legal representative of the company.

b) After 01 year from the date of no longer meeting one of the conditions specified in Point a, Clause 1, Article 32 of Securities Law No. 54/2019/QH14, amended and supplemented at Point a, Clause 10, Article 1 of Law No. 56/2024/QH15, if the company still does not meet the conditions of being a public company, the public company shall submit a dossier to cancel the status of a public company as prescribed to the State Securities Commission.

c) In case the dossier needs to be revised or supplemented to ensure completeness and validity, the State Securities Commission shall send a written document to the public company stating the requested content, revisions and supplements.

d) Within 15 days from the date of receiving a complete and valid dossier, the State Securities Commission shall consider revoking the public company status and notify the enterprise of the revocation of the public company status, and at the same time publish the information on the State Securities Commission's information disclosure media.

d) Within 07 days from the date of receipt of the notice of the State Securities Commission on the cancellation of the public company status, the company shall be responsible for notifying the cancellation of the public company status on the company's electronic information page, the information disclosure means of the State Securities Commission, the Stock Exchange where the company has listed shares, registered for trading and carry out the procedures for delisting and cancellation of trading registration in accordance with the provisions of law.

Khanh Linh

Source: https://baochinhphu.vn/quy-dinh-moi-ve-dang-ky-cong-ty-dai-chung-10225050814281012.htm