Circular 80/2026/TT-BTC amending Circular 19/2025/TT-BTC on public company registration

CIRCULAR

Amending and supplementing a number of articles of the Minister of Finance’s Circular No. 19/2025/TT-BTC dated May 5, 2025 prescribing the registration as a public company, termination of public company status, and audited reports on contributed charter capital

Pursuant to the Securities Law No. 54/2019/QH14 amended and supplemented under Law No. 56/2024/QH15;

Pursuant to the Law on Management and Investment of State Capital in Enterprises No. 68/2025/QH15;

Pursuant to the Government's Decree No. 29/2025/ND-CP defining the functions, tasks, powers and organizational structure of the Ministry of Finance as amended and supplemented under Decree No. 166/2025/ND-CP;

At the request of the Chairperson of the State Securities Commission of Vietnam;

The Minister of Finance promulgates the Circular amending and supplementing a number of articles of the Minister of Finance’s Circular No. 19/2025/TT-BTC dated May 5, 2025 prescribing the registration as a public company, termination of public company status, and audited reports on contributed charter capital.

Article 1. To amend and supplement a number of clauses of Article 3

1. To amend and supplement Clause 1, Article 3 as follows:

“1. Dossiers for registration as a public company, and dossiers, documents for reporting on termination of public company status as prescribed in this Circular shall be submitted and returned by hand-delivery, by post or via the online public service system as guided in writing by the Ministry of Finance. When using an electronic identification account to process applications for public company registration, or documents for reporting on termination of public company status, the information on electronic identity, the data integrated into the electronic ID card, and the electronic identification account shall have the same evidentiary value as providing information or presenting documents containing such information in the implementation of administrative procedures.”

2. To supplement Clause 5 and Clause 6 after Clause 4, Article 3 as follows:

“5. The date on which a company no longer satisfies one of the conditions stipulated in Point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14, as amended and supplemented at Point a, Clause 11, Article 1 of Law No. 56/2024/QH15, shall be:

a) The latest date recorded in the list of shareholders prepared by the Vietnam Securities Depository and Clearing Corporation, or the date on in the list of shareholders prepared by the public company whose shares have not been registered with the Vietnam Securities Depository and Clearing Corporation, in circumstances where the conditions on shareholder structure are no longer satisfied;

b) The date on which the approved audit organization signs the audited report of the latest annual financial statements or sign a written certification of equity in case the public company no longer meets the conditions on contributed capital or owner’s equity.

6. The owner’s equity specified at Point a, Clause 11, Article 1 of Law No. 56/2024/QH15 is determined according to the financial statements specified in the enterprise accounting regime. In case the company registers as a public company or the public company is the parent company in the parent-subsidiary company model, the owner’s equity indicator is determined simultaneously according to the parent company's separate financial statements and the consolidated financial statements.”

Article 2. To amend and supplement Point c, Clause 1, Article 6

“1. A dossier for registration as a public company must comprise:

c) The enterprise registration certificate or a document of equivalent validity in case information about these documents cannot be found on the National Business Registration Portal or other national portal (if any);”

Article 3. To amend and supplement Article 7

“Article 7. Cases of termination of public company status

A public company shall have its public company status terminated when falling into one of the cases specified in Clause 1, Article 38 of Securities Law No. 54/2019/QH14, as amended and supplemented under Clause 15, Article 1 of Law No. 56/2024/QH15, except for the case specified in Clause 7, Article 59 of the Law on Management and Investment of State Capital in Enterprises No. 68/2025/QH15.”

Article 4. To amend and supplement Article 8

“1. Procedures for terminating public company status

a) Within 15 days from the date a public company no longer meets one of the conditions specified at Point a, Clause 1, Article 32 of Securities Law No. 54/2019/QH14, as amended and supplemented under Point a, Clause 11, Article 1 of Law No. 56/2024/QH15, the public company shall send to the State Securities Commission of Vietnam a written notice according to the form in Appendix V issued together with this Circular, enclosed with a list of shareholders provided by the Vietnam Securities Depository and Clearing Corporation or prepared by the company itself, for public companies that have not yet registered their stocks at the Vietnam Securities Depository and Clearing Corporation in case the company does not meet the conditions on shareholder structure, or the latest audited financial statements or the written certification of equity of the approved auditing organization in case the company does not meet the conditions on charter capital or owner equity; at the same time, disclose information on the website of the public company and the website of the Stock Exchange where the company has listed shares or registered for trading about the failure to meet one of the conditions specified at Point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14, as amended and supplemented at Point a, Clause 11, Article 1 of Law No. 56/2024/QH15.

The company must fully comply with regulations related to public companies until the time the State Securities Commission of Vietnam announces the termination of public company status as prescribed in Clause 3, Article 38 of the Securities Law No. 54/2019/QH14;

b) After 01 year from the date on which one of the conditions specified at Point a, Clause 1, Article 32 of the Law on Securities No. 54/2019/QH14 as amended and supplemented at Point a, Clause 11, Article 1 of the Law No. 56/2024/QH15, the company still fails to meet the conditions of being a public company, within 30 days, the public company shall send a dossier for termination of public company status as prescribed in Clause 2 of this Article to the State Securities Commission of Vietnam.

In case the dossier needs to be amended or supplemented to ensure completeness and validity, the State Securities Commission of Vietnam shall send a document to the public company clearly stating the request for amendment and supplementation.

Within 15 days from the date of receipt of a valid dossier for termination of public company status, the State Securities Commission of Vietnam shall consider the termination of public company status, notify thereof to the company, the Vietnam Securities Depository and Clearing Corporation and the Stock Exchange of the locality where the company has listed stocks, registered for trading, and at the same time announce it on the information disclosure media of the State Securities Commission of Vietnam.

Within 07 working days from the date of receipt of the State Securities Commission of Vietnam's notice on termination of public company status, the company shall disclose the termination of public company status on the company's website, the State Securities Commission of Vietnam's information disclosure media, the Stock Exchange where the company has its stocks is listed or registered for trading and carries out the procedures for delisting or deregistration of trading in accordance with law;

c) After 01 year from the date of failing to meet one of the conditions specified at Point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14 as amended and supplemented at Point a, Clause 11, Article 1 of Law No. 56/2024/QH15, the company meets the conditions of being a public company, within 30 days, the public company shall send a written notice to the State Securities Commission according to the form in Appendix VI issued together with this Circular enclosed with the list of shareholders provided by the Vietnam Securities Depository and Clearing Corporation or the latest audited financial statements of the latest year, subject to the conditions specified the company has not responded before; at the same time, announce information on the website of the public company and the website of the Stock Exchange where the company has listed shares and registered for trading on the continued satisfaction of the conditions specified at Point a, Clause 1, Article 32 of the amended Securities Law No. 54/2019/QH14, amended and supplemented at Point a, Clause 11, Article 1 of Law No. 56/2024/QH15. Within 07 working days from the date of receipt of the company's written notice, in case of having different opinions, the State Securities Commission of Vietnam shall send a written notice to the company. The company is responsible for continuing to perform the rights and obligations of the public company in accordance with the law. In case of additional failure to meet conditions of the public company, the company shall report to the State Securities Commission and announce the information as prescribed at Point a, Clause 1, Article 8 of Circular No. 19/2025/TT-BTC.

2. Dossier for termination of public company status includes the following documents:

a) Certificate of Enterprise Registration or equivalent legal documents in case information about these documents cannot be found on the National Enterprise Registration Database or other national databases (if any).

b) The written notice of no longer meeting the provisions of Point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14 as amended and supplemented at Point a, Clause 11, Article 1 of the Law No. 56/2024/QH15 according to the form in Appendix VII issued together with this Circular;

c) The list of shareholders of a public company that no longer meets the conditions on shareholder structure provided by the Vietnam Securities Depository and Clearing Corporation or made by the company for public companies that have not registered their securities at the Vietnam Securities Depository and Clearing Corporation;

d) The latest audited financial statements or written certification of owner equity of the approved audit organization in case the public company no longer meets the conditions on contributed charter capital or owner equity. In case the company increases its charter capital after the end of the accounting period of the latest year, the company must supplement the financial statements of the latest period which are audited or reviewed.

3. In case the public company fails to send dossiers and documents to the State Securities Commission of Vietnam as prescribed in Clause 1 of this Article, the State Securities Commission of Vietnam shall base on the list of shareholders provided by the Vietnam Securities Depository and Clearing Corporation or the latest annual financial statements of the audited company to consider the divestment public companies, specifically as follows:

a) The Vietnam Securities Depository and Clearing Corporation is responsible for providing the list of shareholders of the public company to the State Securities Commission when the public company closes the list of shareholders or periodically on June 30 every year in case the public company does not hold the annual general meeting of shareholders. After receiving the list of shareholders provided by the Vietnam Securities Depository and Clearing Corporation according to the form specified in Appendix VIII issued together with this Circular that the company no longer meets the conditions on shareholder structure as prescribed at Point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14, as amended and supplemented at Point a, Clause 11, Article 1 of Law No. 56/2024/QH15, the State Securities Commission notifies the company that it no longer meets the conditions for public companies as prescribed.

After 01 year from the date the company fails to meet the conditions on shareholder structure specified at Point a, Clause 1, Article 32 of the Law on Securities No. 54/2019/QH14 as amended and supplemented at Point a, Clause 11, Article 1 of Law No. 56/2024/QH15, the company still fails to meet the conditions for being a public company according to the list of shareholders deposited and compensated by the Vietnam Depository and Compensation Corporation provided according to the form specified in Appendix VIII issued together with this Circular, within 15 days, the State Securities Commission of Vietnam shall consider the termination of public company status, notify thereof to the company, the Vietnam Securities Depository and Clearing Corporation and the Stock Exchange of the locality where the securities are listed or registered for trading and at the same time announce on the information disclosure media of the State Securities Commission.

b) Based on the audited financial statements of the public company for the latest year, in case the company no longer meets the capital conditions specified at Point a, Clause 1, Article 32 of the Law on Securities No. 54/2019/QH14 as amended and supplemented at Point a, Clause 11, Article 1 of the Law No. 56/2024/QH15, The State Securities Commission of Vietnam notifies the company that it no longer meets the public company conditions as prescribed.

After 01 year from the date the company fails to meet the capital conditions specified at 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, based on the company's latest audited financial statements, the company still does not meet the conditions on the company's capital within 15 days, the State Securities Commission shall consider the termination of public company status, notify thereof to the company, the Vietnam Securities Depository and Clearing Corporation and the Stock Exchange of the locality where the securities are listed or registered for trading, and at the same time announce on the information disclosure media of the State Securities Commission.”

Article 5. To amend and supplement a number of articles and clauses of Article 9

1. To amend and supplement Point b, Clause 2, Article 9 as follows:

“2. Termination of public company status in case of failure to meet the conditions for recognition as a public company after separation, consolidation or merger of enterprises.

b) Within 15 days from the date the company's legal status is updated on the national business registration portal or receiveing a notice from a competent authority, the State Securities Commission of Vietnam shall the termination of public company status, notify thereof to the company, The Vietnam Securities Depository and Clearing Corporation and the Stock Exchange where the company's shares are listed and registered for trading, and at the same time announce on the information disclosure media of the State Securities Commission of Vietnam.

2. To amend and supplement Clause 3 Article 9 as follows:

“3. Termination of public company status in case of failure to meet conditions for recognition as a public company due to the transformation of a joint stock company into a limited liability company.

a) A public company undergoing transformation shall report and disclose information in accordance with the law on disclosure of information on the securities market.

Within 7 working days from the date of receipt of the enterprise registration certificate or equivalent legal documents, the limited liability company transformed from a joint stock company to a public company must send a notice according to the form in Appendix VII issued together with this Circular enclosed with the enterprise registration certificate or legal papers equivalent to the State Securities Commission of Vietnam in case of failure to find information about these documents on the National Business Registration portal or other national portals (if any).

b) Within 15 days from the date of receipt of the notice of the limited liability company transformed from a joint-stock company to a public company as specified at Point a, Clause 3 of this Article, the State Securities Commission of Vietnam shall consider the termination of public company status, notify thereof to the company, the Vietnam Securities Depository and Clearing Corporation and the Stock Exchange where the company's shares are listed and registered for trading, and at the same time announce on the information disclosure media of the State Securities Commission.”

3. To amend and supplement Clause 4, Article 9 as follows:

“4. The termination of public company status in case of dissolution, bankruptcy or revocation of Enterprise Registration Certificate.

Within 15 days from the date of receiving information on the National Business Registration Portal regarding any of the following legal status of an enterprise: “revocation of the Enterprise Registration Certificate due to tax administration enforcement,” “undergoing dissolution procedures,” “undergoing bankruptcy procedures,” “dissolved, bankrupt, or terminated,” or upon receipt of a decision or document from a competent state authority notifying the dissolution, bankruptcy, or revocation of the Enterprise Registration Certificate of a public company, the State Securities Commission of Vietnam shall notify the termination of public company status, inform the Vietnam Securities Depository and Clearing Corporation and the Stock Exchange where the company’s shares are listed or registered for trading, and concurrently announce such information on the information disclosure media of the State Securities Commission.”

Article 6. To amend and supplement Article 10 as follows:

“Article 10. Termination of public company status in case public companies fail to disclose information on audited annual financial statements for 2 consecutive years

After 30 days from the deadline for disclosure of information on audited annual financial statements as specified in the Minister of Finance’s Circular No. 96/2020/TT-BTC of November 16, 2020, guiding information disclosure on the securities market, or the documents replacing, amending or supplementing the Circular (if any), if a public company fails to disclose information on audited annual financial statements for 2 consecutive years, within 15 days, The State Securities Commission of Vietnam shall notify the termination of public company status, notify thereof to the company, the Vietnam Securities Depository and Clearing Corporation and the Stock Exchange of the locality where the stocks are listed or registered for trading, and at the same time announce on the information disclosure means of the State Securities Commission of Vietnam.”

Article 7. To amend and supplement Article 11 as follows:

“Article 11. Termination of public company status in case public companies fail to disclose information on resolutions of the Annual General Meeting of Shareholders for 2 consecutive years

After 30 days from the deadline for holding the Annual General Meeting of Shareholders as prescribed in the Law on Enterprises, if a public company fails to disclose information on the resolution of the Annual General Meeting of Shareholders for 2 consecutive years, within 15 days, the State Securities Commission of Vietnam shall notify the termination of public company status, notify thereof to the company, Vietnam Securities Depository and Clearing Corporation and the Stock Exchange where the company’s stocks are listed or registered for trading and, at the same time, announce it on the information disclosure media of the State Securities Commission of Vietnam.”

Article 8. To amend and supplement a number of appendices of the Minister of Finance’s Circular No. 19/2025/TT-BTC dated May 05, 2025 of prescribing the registration as a public company, termination of public company status, and audited reports on contributed charter capital.

1. To amend and supplement Appendix I issued together with the Minister of Finance’s Circular No. 19/2025/TT-BTC dated May 05, 2025 prescribing the registration as a public company, termination of public company status, and audited reports on contributed charter capital.

2. To add Appendices V, VI, VII, VIII issued together with the Minister of Finance’s Circular No. 19/2025/TT-BTC dated May 05, 2025 prescribing the registration as a public company, termination of public company status, and audited reports on contributed charter capital.

Article 9. Implementation provisions

1.This Circular takes effect from August 16, 2026.

2. The State Securities Commission of Vietnam, the Vietnam Stock Exchange, the Ho Chi Minh City Stock Exchange, the Hanoi Stock Exchange, the Vietnam Securities Depository and Clearing Corporation, public companies, companies registering as public companies, organizations registering for initial public offerings, and related organizations and individuals shall implement this Circular./.

* All Appendices are not translated herein.