Circular 19/2025/TT-BTC public company registration, cancellation of public company status

CIRCULAR

Defining public company registration, cancellation of public company status and audited reports on contributed charter capital

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Pursuant to the Law on Securities dated November 26, 2019;

Pursuant to the Law No. 56/2024/QH15 on Amending and Supplementing a Number of Articles of the Law on Securities, Accounting Law, Law on Independent Audit, Law on the State Budget, Law on Management and Use of Public Properties, Law on Tax Administration, Law on Personal Income Tax, Law on National Reserves, and Law on Handling of Administrative Violations dated November 29, 2024;

Pursuant to the Government’s Decree No. 29/2025/ND-CP dated February 24, 2025, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;

At the proposal of the Chairperson of the State Securities Commission;

The Minister of Finance hereby promulgates the Circular defining public company registration, cancellation of public company status and audited reports on contributed charter capital.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Circular defines Point a Clause 7, Point b Clause 11, Point b Clause 12, Point b Clause 15 Article 1 of Law No. 56/2024/QH15 on Amending and Supplementing a Number of Articles of the Law on Securities, Accounting Law, Law on Independent Audit, Law on the State Budget, Law on Management and Use of Public Properties, Law on Tax Administration, Law on Personal Income Tax, Law on National Reserves, and Law on Handling of Administrative Violations dated November 29, 2024 (hereinafter referred to as Law No. 56/2024/QH15), and Clause 2 Article 33 of Law on Securities No. 54/2019/QH14 dated November 26, 2019.

Article 2. Subject of application

1. Organizations and individuals participating in the process of preparation and certification of dossiers for public company registration, cancellation of public company status, and preparation and audit of reports on contributed charter capital.

2. Vietnam Stock Exchange, Ho Chi Minh City Stock Exchange, Hanoi Stock Exchange, Vietnam Securities Depository and Clearing Corporation.

3. Other relevant agencies, organizations and individuals.

Article 3. General provisions

1. Dossiers for public company registration, dossiers and documents for reporting the cancellation of public company status defined in this Circular shall be submitted and returned directly, sent via postal service, or through the online public service system in accordance with guiding documents of the Ministry of Finance.

2. Dossiers for public company registration and dossiers and documents for reporting of the cancellation of public company status must be made in 01 original set in Vietnamese. If a document in the dossier or report is a copy, it must be a copy from the master register or a certified copy. The dossiers and documents must contain clear, accurate, truthful information without causing misunderstanding, and fully contain important contents affecting the decisions of state management agencies.

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

3. Organizations and individuals participating in the process of preparation of dossiers for public company registration, dossiers and documents for cancellation of public company status, and reports on contributed charter capital up to the time of registration of initial public offering of stocks shall be responsible before law for the legality, accuracy, truthfulness, and completeness of the dossiers. Organizations and individuals participating in certification of dossiers and documents shall be responsible before law within the scope related to such dossiers.

4. The State Securities Commission shall certify the completion of public company registration and announce the cancellation of public company status based on the provided dossiers and reporting documents; it shall not be responsible for violations of organizations and individuals occurring before and after the submission of valid dossiers. A valid dossier must contain all required papers and the contents of such papers are fully declared in accordance with the law and this Circular.

Chapter II

AUDITED REPORTS ON CONTRIBUTED CHARTER CAPITAL

Article 4. Audited reports on contributed charter capital

An audited report on contributed charter capital used in the dossier for registration of initial public offering of stocks, the dossier for public company registration is prescribed as follows:

1. The report on contributed charter capital shall be prepared using the form provided in Appendix No. 01 issued together with this Circular.

The reporting period for the contributed charter capital report shall be at least 10 years up to the time of registration of initial public offering of stocks or the time of public company registration. In case the organization registering for the initial public offering of stocks or for public company has operated for less than 10 years, the reporting period shall be counted from the date of establishment. For a joint-stock company equitized from a state-owned enterprise that operates for less than 10 years, the reporting period shall be counted from the date of initial grant of the enterprise registration certificate for the joint-stock company.

2. The audit of the report on contributed charter capital must comply with current law regulations to provide an opinion on the fairness and reasonableness of the owner's contributed capital.

3. The audit opinion for the report on contributed charter capital must be an unqualified audit opinion. In case the unqualified audit opinion includes an emphasized matter or other matter, the organization registering for an initial public offering of stocks or the organization registering as a public company must provide an explanation with certification from an independent audit firm.

Chapter III

PUBLIC COMPANY REGISTRATION

Article 5. Order and procedures for public company registration

1. A joint-stock company 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 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 meeting 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 Law No. 56/2024/QH15.

2. The State Securities Commission shall be responsible for certifying the completion of public company registration in accordance with Clause 3, Article 32 of the Law on Securities No. 54/2019/QH14.

3. In case the dossier is subject to amendment or supplementation to ensure completeness and validity, the State Securities Commission shall send a written request to the joint-stock company registering as a public company, clearly stating the required amendments and supplements.

Within 60 days from the date the State Securities Commission requests amendments or supplements to the dossier, the company shall complete the dossier as required. After the expiration of the aforesaid time limit, if the joint-stock company registering as a public company fails to complete the dossier, the State Securities Commission shall cease examining the public company registration dossier. The Board of Directors and the at-law representative of the company shall be responsible for reviewing the conditions for a public company in accordance with regulations. If the conditions for a public company are met, the company shall submit a new public company registration dossier as specified; if not, the Board of Directors and the at-law representative of the company must report this at the nearest General Meeting of Shareholders and be responsible before law.

4. During the period when the dossier is being examined, the organization or individual submitting the dossier is obliged to amend or supplement the dossier if inaccurate or missing information is discovered, or if important content required in the dossier by law changes, or if an explanation is deemed necessary for any potentially misleading issue.

5. The time limit for examining the dossier is calculated from the date the State Securities Commission receives a complete and valid dossier. The amending and supplementing document must bear the signature of the person who signed the dossier or of persons holding the same titles as his/her, or of the at-law representative of the company.

Article 6. Public company registration dossier

1. A public company registration dossier shall include:

a) An application for registration of a public company, made using the form prescribed in Appendix No. 02 issued together with this Circular;

b) Company charter as defined by the Law on Enterprises and the company’s draft charter applicable to public companies as prescribed in case the company's current charter does not meet the regulations for public companies;

c) Enterprise registration certificate or equivalent legal documents;

d) An information disclosure document of the public company, made using the form prescribed in Appendix No. 03 issued together with this Circular;

dd) The latest annual financial statement of the joint-stock company audited by an independent audit firm. In case the company increases its charter capital after the end of the latest annual accounting period, the company must provide the audited or reviewed financial statement for the most recent period; the most recent period is counted from the beginning of the next fiscal year until the completion of the change in charter capital;

e) Audited report on contributed charter capital up to the time of public company registration in accordance with Article 4 of this Circular;

g) Shareholder list, made using the form specified in Appendix No. 04 issued together with this Circular; in case of changes, the company shall be responsible for updating and sending it to the State Securities Commission.

2. A dossier of public company registration in cases of a company formed after division, splitting, or consolidation of enterprises:

a) In case the company prior to division, splitting, or consolidation is not a public company, a dossier of registration for a public company formed after division, splitting, or consolidation of enterprises shall include the documents specified at Points a, b, c, d, g Clause 1 of this Article and the following documents:

The report on contributed charter capital audited by an independent auditing firm of the company prior to division or splitting; the report on contributed charter capital audited by an independent auditing firm of the companies prior to consolidation; the report on contributed charter capital audited by an independent auditing firm of the joint-stock company formed after division, splitting, or consolidation of enterprises, as provided at Point e, clause 1 of this Article.

The latest annual financial statement of the joint-stock company formed after the division, splitting, or consolidation that is audited by an independent auditing firm. If, at the time of submitting the public company registration dossier, the company does not have the latest annual financial statement because the company has not operated for a full fiscal year as required by regulations, the latest annual audited financial statement in the public company registration dossier may be replaced with the latest audited or reviewed periodic financial statement, accompanied by the latest annual audited financial statements of the companies prior to division, splitting, or consolidation.

b) In case the company prior to enterprise division is a public company, a dossier of registration for a public company formed after enterprise division shall include the documents specified at Points a, b, c, d, g Clause 1 of this Article and the following documents:

The report on contributed charter capital audited by an independent auditing firm of the joint-stock company formed after the division, from the time of division to the time of public company registration in accordance with Article 4 of this Circular.

The latest annual financial statement of the joint-stock company formed after the enterprise division that is audited by an independent audit firm. If, at the time of submitting the public company registration dossier, the company does not have the latest annual financial statement because the company has not operated for a full fiscal year as required by regulations, the latest annual audited financial statement in the public company registration dossier may be replaced with the latest audited or reviewed periodic financial statement.

c) In case a joint-stock company registers as a public company after issuing stocks through stock swap under an enterprise consolidation contract and has been granted an offering certificate by the State Securities Commission, the public company registration dossier includes the documents specified at Points a, b, c, d, g Clause 1 of this Article and the report on the results of stock issuance for swap.

3. A dossier of registration for a public company formed after enterprise merger shall include the documents specified at Points a, b, c, d, g Clause 1 of this Article and the following documents:

a) The report on contributed charter capital audited by an independent auditing firm of the merging company and the merged companies prior to the merger, and of the joint-stock company formed after the merger in accordance with Article 4 of this Circular;

b) The latest annual financial statement of the joint-stock company formed after the merger that is audited by an independent audit firm. In case the joint-stock company formed after the merger carries out the enterprise registration after the end of the latest annual accounting period, the joint-stock company formed after the merger must provide the latest audited or reviewed periodic financial statement and the latest audited annual financial statements of the merging and merged companies.

Chapter IV

CANCELLATION OF PUBLIC COMPANY STATUS

Article 7. Cases of public company status cancellation

A public company shall have its public company status canceled if it falls into one of the cases specified in Clause 1, Article 38 of the Law on Securities No. 54/2019/QH14, which was amended and supplemented in Clause 15, Article 1 of Law No. 56/2024/QH15.

Article 8. Cancellation of public company status for companies not meeting conditions for public companies

1. Order and procedures for cancellation of public company status

a) Within 15 days from the date it no longer meets one of the conditions specified at Point a, Clause 1, Article 32 of the Law on Securities No. 54/2019/QH14, which was amended and supplemented at Point a, Clause 11, Article 1 of Law No. 56/2024/QH15, the public company shall be responsible for sending a written notice to the State Securities Commission, accompanied by a shareholder list provided by the Vietnam Securities Depository and Clearing Corporation or self-prepared by the public company that has not yet registered its shares with the Vietnam Securities Depository and Clearing Corporation, or the latest audited annual financial statement. The company must fully comply with the regulations related to public companies until the State Securities Commission announces the cancellation of its public company status in accordance with Clause 3, Article 38 of the Law on Securities No. 54/2019/QH14.

The public company shall responsible for disclosing information about the failure to satisfy one of the conditions specified at Point a, Clause 1, Article 32 of the Law on Securities No. 54/2019/QH14, which was amended and supplemented at Point a, Clause 11, Article 1 of Law No. 56/2024/QH15, in accordance with the regulations on disclosure of extraordinary information at Point r, Clause 1, Article 11 of Circular No. 96/2020/TT-BTC dated November 16, 2020, of the Minister of Finance, on guiding the disclosure of information on the securities market or any amending, supplementing, or replacing document (if any).

b) After 01 year from the date it no longer meets one of the conditions defined at Point a, Clause 1, Article 32 of the Law on Securities No. 54/2019/QH14, which was amended and supplemented at Point a, Clause 11, Article 1 of Law No. 56/2024/QH15, if the company still does not meet the conditions for public companies, the public company shall send a dossier for cancellation of public company status defined in Clause 2 of this Article to the State Securities Commission.

c) In case the dossier is subject to amendment or supplementation to ensure completeness and validity, the State Securities Commission shall send a written request to the public company, clearly stating the required amendments and supplements.

d) Within 15 days from the date of receiving a complete and valid dossier, the State Securities Commission shall consider canceling the public company status and notify the enterprise of such cancellation, while disclosing the information on its information disclosure media.

dd) Within 07 days from the date of receiving the notification from the State Securities Commission regarding the cancellation of public company status, the company shall announce such cancellation on its website, information disclosure media of the State Securities Commission, the Stock Exchange where the company's stocks are listed or registered for trading, and carry out procedures for cancellation of listing or trading registration in accordance with the law.

2. A dossier for cancellation of public company status shall include the documents prescribed in Article 39 of the Law on Securities No. 54/2019/QH14 as amended and supplemented by Clause 16 Article 1 of Law No. 56/2024/QH15.

3. In case the public company fails to submit its dossier or reporting documents to the State Securities Commission as prescribed in Clause 1 of this Article, the State Securities Commission shall, based on the shareholder list provided by the Vietnam Securities Depository and Clearing Corporation or the company's latest audited annual financial statement, consider canceling the public company status, specifically as follows:

a) Upon receipt of the shareholder list from the Vietnam Securities Depository and Clearing Corporation showing that the company no longer satisfies the shareholder-related 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 Law No. 56/2024/QH15, the State Securities Commission shall notify the public company of its failure to meet the conditions for public companies as defined.

After 01 year from the date the company no longer meets the shareholder-related condition defined 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, if the company still does not satisfy the conditions for public companies based on the shareholder list provided by the Vietnam Securities Depository and Clearing Corporation, within 15 days, the State Securities Commission shall consider the cancellation of its public company status, notify it to the company and the Stock Exchange where its securities are listed or registered for trading, and simultaneously disclose the information on the State Securities Commission's information disclosure media.

b) Based on the public company's latest audited annual financial statement, if the company no longer meets the capital-related condition 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 State Securities Commission shall notify the public company of its failure to meet the conditions for public companies as defined.

After 01 year from the date the company no longer meets the capital-related condition defined 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, if the company still does not satisfy the capital-related condition based on the company's latest audited annual financial statement, within 15 days, the State Securities Commission shall consider the cancellation of its public company status, notify it to the company and the Stock Exchange where its securities are listed or registered for trading, and simultaneously disclose the information on the State Securities Commission's information disclosure media.

Article 9. Cancellation of public company status for cases failing to meet the conditions for public companies due to enterprise reorganization, dissolution, or bankruptcy

1. Cancellation of public company status for companies failing to meet the conditions for public companies that are post-separation companies or merging companies.

a) A public company being a post-separation company or merging company that fails to meet the conditions for public companies shall have its public company status canceled in accordance with Point a Clause 1, Clause 2 Article 38 of the Law on Securities No. 54/2019/QH14, as amended and supplemented in Clause 15, Article 1 of Law No. 56/2024/QH15.

The order, procedures, and dossier for cancellation of public company status for companies failing to meet the conditions for public companies that are post-separation companies or merging companies shall comply with Clause 1, Clause 2 Article 8 of this Circular.

b) In case the General Meeting of Shareholders of a public company being the post-separation company or merging company decides to cancel its public company status, Points a and b Clause 2 Article 13 of this Circular shall apply.

2. Cancellation of public company status for cases not meeting the conditions for public companies that are post-division companies, consolidated companies or merged companies.

a) A public company shall report and disclose information about its division, consolidation, or merger in accordance with the law on information disclosure in the securities market.

b) Order and procedures for cancellation of public company status:

Within 15 days from the date the company's legal status is updated on the National Business Registration Portal or it receives a notice from a competent agency, the State Securities Commission shall consider canceling the public company status and notify the company, and simultaneously disclose the information on the State Securities Commission’s information disclosure media.

3. Cancellation of public company status for cases not meeting the conditions for public companies due to transformation of joint-stock companies into single-member limited liability companies.

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

Within 7 days from the date of receiving the enterprise registration certificate, a limited liability company transformed from a joint-stock company being a public company must send a notice accompanied by the enterprise registration certificate to the State Securities Commission.

b) Within 15 days from the date of receiving the report from the limited liability company transformed from a joint-stock company being a public company defined at Point a, Clause 3 of this Article, the State Securities Commission shall consider the cancellation of public company status, notify the company, and simultaneously disclose the information on the State Securities Commission's information disclosure media.

4. Cancellation of public company status for cases where a public company is dissolved, bankrupt, or has its enterprise registration certificate revoked.

Within 15 days, from the date of receiving information on the National Business Registration Portal regarding one of the enterprise's legal statuses including “enterprise registration certificate revoked due to tax enforcement”, “undergoing dissolution procedures”, “undergoing bankruptcy procedures”, “dissolved, bankrupt, ceases to exist”, or receiving a decision or document from a competent state agency notifying the dissolution, bankruptcy, or revocation of the public company's enterprise registration certificate, the State Securities Commission shall notify the cancellation of public company status, and simultaneously disclose the information on its website.

Article 10. Cancellation of public company status for public companies failing to disclose the information about their audited annual financial statements for 02 consecutive years

After 30 days from the end of the deadline for disclosure of the information about audited annual financial statements as defined in the Minister of Finance's Circular No. 96/2020/TT-BTC dated November 16, 2020, on guiding the disclosure of information on the securities market or any replacing, amending, or supplementing document (if any), if a public company fails to disclose the information about audited annual financial statements for 02 consecutive years, the State Securities Commission shall notify the cancellation of public company status, inform the company and the Stock Exchange where its stocks are listed or registered for trading, and disclose the information on the State Securities Commission's information disclosure media.

Article 11. Cancellation of public company status for public companies failing to disclose the information about their resolutions of annual Shareholders’ General Meetings for 02 consecutive years

After 30 days from the end of the deadline for holding annual Shareholders’ General Meetings in accordance with the Law on Enterprises, if a public company fails to disclose the information about its resolutions of annual Shareholders’ General Meetings for 02 consecutive years, the State Securities Commission shall notify the cancellation of public company status, inform the company and the Stock Exchange where the securities are listed or registered for trading, and simultaneously disclose the information on the State Securities Commission's information disclosure media.

Article 12. Cancellation of public company status for public companies failing to comply with regulations on stock registration at the Vietnam Securities Depository and Clearing Corporation, or failing to list or register trading of stocks on the securities trading system

Within 01 year from the date the State Securities Commission certifies the completion of public company registration or from the end of the public offering, if a public company fails to register its stocks at the Vietnam Securities Depository and Clearing Corporation or fails to list or register trading of its stocks on the Stock Exchange, its public company status shall be canceled, specifically as follows:

1. The Vietnam Securities Depository and Clearing Corporation and the Vietnam Stock Exchange shall report to the State Securities Commission on public companies failing to register stocks, list or register trading of stocks after 01 year from the date the State Securities Commission certifies the completion of public company registration or from the end of the public offering.

2. After 15 days from the date of receiving the report from the Vietnam Securities Depository and Clearing Corporation or the Vietnam Stock Exchange, the State Securities Commission shall consider the cancellation of public company status, notify the company, the Vietnam Securities Depository and Clearing Corporation, and the Stock Exchange, and simultaneously disclose the information on the State Securities Commission's information disclosure media.

Article 13. Cancellation of public company status for public companies with stocks listed or registered for trading before January 01, 2021

1. A public company with stocks listed or registered for trading before January 01, 2021 that still meets the conditions prescribed by Law on Securities No. 70/2006/QH11, as amended and supplemented by Law No. 62/2010/QH12 and guiding legal documents, but by January 01, 2026, does not meet the conditions prescribed at Point a, Clause 1, Article 32 of Law on Securities No. 54/2019/QH14, as amended and supplemented at Point a, Clause 11, Article 1 of Law No. 56/2024/QH15, shall have its public company status canceled in accordance with Point a Clause 1, Clause 2 Article 38 of Law on Securities No. 54/2019/QH14, as amended and supplemented at Point a, Clause 15, Article 1 of Law No. 56/2024/QH15. The dossier, order, and procedures for cancellation of public company status shall comply with Clause 1, Clause 2 Article 8 of this Circular.

2. For a public company with stocks listed or registered for trading before January 01, 2021 that still meets the conditions prescribed by Law on Securities No. 70/2006/QH11, as amended and supplemented by Law No. 62/2010/QH12 and guiding legal documents, but does not meet the conditions prescribed at Point a, Clause 1, Article 32 of Law on Securities No. 54/2019/QH14, as amended and supplemented at Point a, Clause 11, Article 1 of Law No. 56/2024/QH15, and its General Meeting of Shareholders issues a decision on cancellation of its public company status before January 01, 2026, the cancellation of public company status shall be carried out as follows:

a) The public company shall send a dossier for cancellation of public company status to the State Securities Commission as defined in Clause 2, Article 8 of this Circular, accompanied by the resolution of the General Meeting of Shareholders on the cancellation of public company status;

b) Within 15 days from the date of receiving a complete and valid dossier for cancellation of public company status, the State Securities Commission shall cancel the public company status, notify the company and the Stock Exchange where the securities are listed or registered for trading, and disclose the information on the State Securities Commission's information disclosure media.

Chapter V
ORGANIZATION OF IMPLEMENTATION

Article 14. Effect

1. This Circular takes effect on the date of its signing.

2. To repeal Clause 4 Article 1, Article 6, Article 7 and Article 8 of the Circular No. 118/2020/TT-BTC dated December 31, 2020 of the Minister of Finance, on guiding a number of provisions on offering and issuance of securities, public bid, redemption of stocks, public company registration and cancellation of status of public companies.

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

* All Appendices are not translated herein.