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

CIRCULAR

Prescribing the registration as a public company, termination of public company status, and audited reports on contributed charter capital^[1]

Pursuant to November 26, 2019 Securities Law No. 54/2019/QH14;

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

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

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

The Minister of Finance promulgates the Circular prescribing the registration as a public company, termination of public company status, and audited reports on contributed charter capital.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

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

Article 2. Subjects of application

1. Organizations and individuals participating in the process of making and certificating dossiers for registration as a public company, termination of public company status, and formulation and audit of reports on contributed charter capital.

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

3. Other related agencies, organizations and individuals.

Article 3. General provisions

1. Dossiers for registration as a public company, and dossiers and 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.

2. Dossiers for registration as a public company, and dossiers and documents for reporting on termination of public company status shall be made in writing, each in 1 original set in Vietnamese. In case a document included in the dossier or a document for reporting is a copy, it must be a copy from the master register or a certified copy. Information provided in dossiers and documents must be clear, accurate, truthful and not misleading and cover all important contents that influence the decision of state management agencies.

Documents in a foreign language shall be accompanied by a Vietnamese translation certified by a competent authority. Documents issued or certified by a competent foreign authority shall be consularly legalized within 6 months, counted up to the date the documents are received by a competent agency.

3. Organizations and individuals participating in the process of making dossiers for registration as a public company, dossiers and documents for reporting on termination of public company status, and reports on contributed charter capital up to the time of registration for initial public offering of stocks shall be held responsible before the law for the lawfulness, accuracy, truthfulness and completeness of the dossiers. Organizations and individuals involved in the certification of dossiers and documents shall be held responsible before law within the scope of their involvement in such dossiers and documents.

4. The State Securities Commission of Vietnam shall confirm the completion of the registration as a public company, and notify the termination of public company status based on the provided dossiers and documents; not be held responsible for violations committed by organizations and individuals before and after a valid dossier is submitted. A valid dossier is a dossier that comprises sufficient documents which are fully filled in accordance with law and as prescribed by this Circular.

Chapter II

AUDITED REPORTS ON CONTRIBUTED CHARTER CAPITAL

Article 4. Audited reports on contributed charter capital

The audited report on contributed charter capital to be included in dossiers of registration for initial public offering of stocks and dossiers for registration as a public company is specified as follows:

1. The report on contributed charter capital shall be made according to the form provided in Appendix No. 01 to this Circular.

The period of reporting on contributed charter capital is at least 10 years, counted up to the time of registration for initial public offering of stocks or the time of registration as a public company. In case an organization registering for initial public offering of stocks or an organization registering as a public company has been in operation for less than 10 years, the period of reporting on contributed charter capital shall be counted from the time of establishment of the organization. For a joint stock company equitized from a state enterprise that has been in operation for less than 10 years, the period of reporting on contributed charter capital shall be counted from the time the joint stock company is granted its first enterprise registration certificate.

2. The audit of the report on contributed charter capital must comply with the current regulations in order to give opinions on the truthfulness and reasonability of the capital contribution indicators of the owner.

3. The audit opinion on the report on contributed charter capital must be an unqualified opinion. In case the audit opinion is an unqualified opinion with emphasis of matter or other matters, the organization registering for initial public offering of stocks or the organization registering as a public company shall give explanations and obtain the confirmation from an independent auditing organization.

Chapter III

REGISTRATION AS A PUBLIC COMPANY

Article 5. Procedures for registration as a public company

1. A joint stock company 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, shall submit a dossier for registration as a public company to the State Securities Commission of Vietnam within 90 days from the date the company completes the capital contribution and has a shareholder structure meeting the requirements 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.

2. The State Securities Commission of Vietnam shall confirm the completion of the registration as a public company under Clause 3, Article 32 of Securities Law No. 54/2019/QH14.

3. In case a dossier needs to be modified or supplemented to ensure its completeness and validity, the State Securities Commission of Vietnam shall send a written request to the joint stock company registering as a public company, clearly stating the contents that need to be modified or supplemented.

Within 60 days from the date the State Securities Commission of Vietnam requests modification or supplementation of the dossier, the joint stock company shall complete the dossier as requested. Past the above time limit, if the joint stock company fails to complete the dossier, the State Securities Commission of Vietnam shall stop considering the dossier for registration as a public company. The Board of Directors and the legal representative of the company shall be held responsible for reviewing the conditions for registration as a public company according to regulations. If the company meets the conditions for registration as a public company, it shall submit a new dossier for registration as a public company according to regulations; in case of failure to meet the conditions for registration as a public company, the Board of Directors and the legal representative of the company shall report thereon at the upcoming meeting of the General Meeting of Shareholders and be held responsible before law.

4. During the time its/his/her dossier is being considered, the organization or individual shall be obliged to modify or supplement the dossier if detecting inaccurate or insufficient information or if there are changes to important contents that must be included in the dossier under law or when finding it necessary to give explanations about issues that are likely to cause misunderstanding.

5. The time limit for considering a dossier shall be calculated from the date the State Securities Commission of Vietnam receives a complete and valid dossier. Modified and supplemented documents must bear signatures of persons who have undersigned the documents in the dossier or by those holding the same titles as such persons or by the legal representative of the company.

Article 6. Dossiers for registration as a public company

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

a/ A sheet for registration as a public company, made according to the form provided in Appendix No. 02 to this Circular;

b/ The company charter as prescribed by the Law on Enterprises and the draft company charter applicable to public companies according to regulations in case the current charter of the company does not comply with the regulations applicable to public companies;

c/ The enterprise registration certificate or a document of equivalent validity;

d/ The statement of disclosure of information on the public company, made according to the form provided in Appendix No. 03 to this Circular;

dd/ The latest annual financial statement of the joint stock company, audited by an independent audit organization. In case the company increases its charter capital after the latest annual accounting period ends, the company shall supplement the audited or reviewed financial statement of the most recent period; the most recent period shall be counted from the beginning of the subsequent fiscal year to the time of completion of the change of charter capital;

e/ The audited report on contributed charter capital up to the time of registration as a public company as specified in Article 4 of this Circular;

g/ The list of shareholders, made according to the form provided in Appendix No. 04 to this Circular; in case of any changes, the company shall update and send the updated list to the State Securities Commission of Vietnam.

2. Dossiers for registration as a public company formed after division or separation of an enterprise or consolidation of enterprises

a/ In case the company before the division, separation or consolidation is not a public company, the dossier for registration as a public company of the company formed after the division, separation or consolidation must comprise the documents specified at Points a, b, c, d and g, Clause 1 of this Article and the following documents:

A report on contributed charter capital, audited by an independent audit organization, of the company before the division or separation; or reports on contributed charter capital, audited by an independent audit organization, of the companies before the consolidation; a report on contributed charter capital, audited by an independent audit organization, of the joint stock company formed after the division, separation or consolidation as specified at Point e, Clause 1 of this Article.

The latest annual financial statement of the joint stock company formed after division or separation of an enterprise or consolidation of enterprises, audited by an independent auditing organization. At the time of submitting the dossier for registration as a public company, if the company does not have any annual financial statement as it has been in operation for less than a fiscal year, the audited latest annual financial statement to be included in the dossier for registration as a public company shall be replaced by the most recent period’s audited or reviewed financial statement, enclosed with the audited latest annual financial statement(s) of the company(ies) before the division, separation or consolidation.

b/ In case the company before the division is a public company, the dossier for registration as a public company of the company formed after the division must comprise the documents specified at Points a, b, c, d and g, Clause 1 of this Article and the following documents:

A report on contributed charter capital, audited by an independent audit organization, of the joint stock company formed after the division, counted from the time of division to the time of registration as a public company as specified in Article 4 of this Circular.

The latest annual financial statement of the joint stock company formed through division of an enterprise, audited by an independent audit organization. At the time of submitting the dossier for registration as a public company, if the company does not have any annual financial statement because it has been in operation for less than a fiscal year, the audited latest annual financial statement to be included in the dossier for registration as a public company shall be replaced by the most recent period’s audited or reviewed financial statement.

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

3. The dossier for registration as a public company of a company formed after merger of enterprises must comprise the documents specified at Points a, b, c, d and g, Clause 1 of this Article and the following documents:

a/ Reports on contributed charter capital, audited by an independent audit organization, of the merging company and the merged company(ies) before the merger and of the joint stock company formed after the merger as specified in Article 4 of this Circular.

b/ The latest annual financial statement of the joint stock company formed after the merger, audited by an independent audit organization. In case the joint stock company formed after the merger carries out enterprise registration after the latest annual accounting period ends, it shall additionally submit the most recent period’s audited or reviewed financial statement and the audited latest annual financial statements of the merging company and the merged companies.

Chapter IV

TERMINATION OF PUBLIC COMPANY STATUS

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.

Article 8. Termination of public company status for companies that do not meet the conditions for a public company

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, 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, or the audited latest annual financial statement. The company shall fully comply with the 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 Securities Law No. 54/2019/QH14.

Public companies shall disclose information on their non-satisfaction of 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, according to the provisions on disclosure of extraordinary information at Point r, Clause 1, Article 11 of the Minister of Finance’s Circular No. 96/2020/TT-BTC of November 16, 2020, guiding the disclosure of information on the securities market, or documents amending, supplementing or replacing the Circular (if any).

b/ After 1 year 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, if the company still fails to meet the conditions for being recognized as a public company, it shall submit a dossier for termination of public company status as specified in Clause 2 of this Article to the State Securities Commission of Vietnam.

c/ In case the dossier needs to be modified or supplemented to ensure completeness and validity, the State Securities Commission of Vietnam shall send a written request to the public company, clearly stating the contents to be modified or supplemented.

d/ Within 15 days after receiving a complete and valid dossier, the State Securities Commission of Vietnam shall consider terminating public company status and send a notice thereof to the enterprise and, at the same time, disclose information on the information disclosure media of the State Securities Commission of Vietnam.

dd/ Within 7 days after receiving the State Securities Commission of Vietnam’s notice on termination of public company status, the company shall announce the termination of public company status on its website, the information disclosure media of the State Securities Commission of Vietnam, and the Stock Exchange where the company’s stocks are listed and registered for trading, and carry out the procedures for delisting and deregistration in accordance with law.

2. A dossier for termination of public company status must comprise the documents specified in Article 39 of Securities Law No. 54/2019/QH14, as amended and supplemented under Clause 16, Article 1 of Law No. 56/2024/QH15.

3. In case a public company fails to submit dossiers and reporting documents to the State Securities Commission of Vietnam as specified in Clause 1 of this Article, the State Securities Commission of Vietnam shall, based on the list of shareholders provided by the Vietnam Securities Depository and Clearing Corporation or the company’s audited latest annual financial statement, consider terminating the company’s public company status, specifically as follows:

a/ After receiving the list of shareholders provided by the Vietnam Securities Depository and Clearing Corporation, showing the company’s failure to meet the condition on shareholders as 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 State Securities Commission of Vietnam shall notify the public company of the latter’s failure to meet the conditions for being recognized as a public company.

After 1 year from the date the company no longer meets the condition on shareholders as 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, if the company still fails to meet the conditions for being recognized as a public company as shown in the list of shareholders provided by the Vietnam Securities Depository and Clearing Corporation, the State Securities Commission of Vietnam shall, within 15 days, consider terminating public company status, notify thereof to the company and the Stock Exchange where the company’s securities 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.

b/ In case the audited latest annual financial statement of the public company shows that the company no longer meets the capital requirements 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 State Securities Commission of Vietnam shall notify the public company of the latter’s failure to meet the conditions for being recognized as a public company.

After 1 year from the date the company fails to meet the capital requirements 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, if the company’s audited latest annual financial statement shows that the company still fails to meet the capital requirements of a public company, the State Securities Commission of Vietnam shall, within 15 days, consider terminating the public company status, notify thereof to the company and the Stock Exchange where the company’s securities 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 9. Termination of public company status in case of failure to meet conditions for recognition as a public company due to enterprise reorganization, dissolution or bankruptcy

1. Termination of public company status in case of failure to meet conditions for recognition as a public company after separation or merger of enterprises

a/ An enterprise that is a public company but, after separated or acquiring another enterprise through merger, fails to meet the conditions for being recognized as a public company shall have its public company status terminated according to Point a, Clause 1, and Clause 2, Article 38 of Securities Law No. 54/2019/QH14, as amended and supplemented under Clause 15, Article 1 of Law No. 56/2024/QH15.

The procedures and dossiers for termination of public company status in case of failure to meet conditions for recognition as a public company after separation or merger must comply with Clauses 1 and 2, Article 8 of this Circular.

b/ In case the General Meeting of Shareholders of a public company, after the company is separated or acquires another enterprise through merger, issues a decision to terminate the public company status, the provisions of Points a and b, Clause 2, Article 13 of this Circular shall apply.

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

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

b/ Procedures for termination of public company status:

Within 15 days from the date the legal status of the company is updated on the National Business Registration Portal or after receiving the notice thereof from a competent authority, the State Securities Commission of Vietnam shall consider terminating the company’s public company status, notify thereof to the company and, at the same time, announce it on the information disclosure media of the State Securities Commission of Vietnam.

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 days after receiving the enterprise registration certificate, the limited liability company transformed from a joint stock company being a public company shall send a notice, together with the enterprise registration certificate, to the State Securities Commission of Vietnam.

b/ Within 15 days after receiving the report of the limited liability company transformed from a joint stock company being 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 and, at the same time, announce it on the information disclosure media of the State Securities Commission of Vietnam.

4. Termination of public company status in case a public company is dissolved, goes bankrupt, or has its enterprise registration certificate revoked

Within 15 days after receiving information on the National Business Registration Portal about the legal status of an enterprise, which falls into any of the following cases: “having the enterprise registration certificate revoked due to tax enforcement”, “undergoing dissolution procedures”, “undergoing bankruptcy procedures”, and “dissolved, bankrupt, or terminating existence”, or after receiving a decision or document from a competent state agency 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 and, at the same time, disclose the information on the website of the State Securities Commission of Vietnam.

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, the State Securities Commission of Vietnam shall notify the termination of public company status, notify thereof to the company 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 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, the State Securities Commission of Vietnam shall notify the termination of public company status, notify thereof to the company 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 12. Termination of public company status in case public companies fail to comply with regulations on registration of stocks at the Vietnam Securities Depository and Clearing Corporation, or fail to list or register stocks for trading in the securities trading system

Within 1 year from the date the State Securities Commission of Vietnam confirms the completion of the registration as a public company or from the date of completion of an public offering, if the public company fails to register its stocks at the Vietnam Securities Depository and Clearing Corporation or fails to list or register its stocks for trading on the Stock Exchange, it shall have its public company status terminated, specifically as follows:

1. The Vietnam Securities Depository and Clearing Corporation and the Vietnam Stock Exchange shall report to the State Securities Commission of Vietnam on cases in which a public company fails to register its stocks or fails to list or register stocks for trading after 1 year from the date the State Securities Commission of Vietnam confirms the completion of the registration of public company or from the date of completion of the public offering.

2. After 15 days from the date of receipt of a report from the Vietnam Securities Depository and Clearing Corporation or the Vietnam Stock Exchange, 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 and, at the same time, announce it on the information disclosure media of the State Securities Commission of Vietnam.

Article 13. Termination of public company status for public companies having stocks listed or registered for trading before January 1, 2021

1. A public company that had listed or registered its stocks for trading before January 1, 2021, and still meets the conditions prescribed in Securities Law No. 70/2006/QH11, which has a number of articles amended and supplemented under Law No. 62/2010/QH12, and detailing documents, but by January 1, 2026, fails to meet the condition 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, shall have its public company status terminated in accordance with Point a, Clause 1, and Clause 2, Article 38 of Securities Law No. 54/2019/QH14, as amended and supplemented under Clause 15, Article 1 of Law No. 56/2024/QH15. The dossier and procedures for terminating public company status must comply with Clauses 1 and 2, Article 8 of this Circular.

2. In case a public company that had listed or registered its stocks for trading before January 1, 2021, and still meets the conditions prescribed in Securities Law No. 70/2006/QH11, which has a number of articles amended and supplemented under Law No. 62/2010/QH12, and detailing documents, but does not meet the condition 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, and, at the same time, the General Meeting of Shareholders issues a decision to terminate public company status before January 1, 2026, the termination of public company status is specified as follows:

a/ The public company shall submit a dossier for termination of public company status to the State Securities Commission of Vietnam as specified in Clause 2, Article 8 of this Circular, enclosed with the resolution of the General Meeting of Shareholders on the termination of public company status;

b/ Within 15 days after receiving a complete and valid dossier for termination of public company status, the State Securities Commission of Vietnam shall terminate the company’s public company status, notify thereof to the company and the Stock Exchange where the company’s securities 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.

Chapter V

ORGANIZATION OF IMPLEMENTATION

Article 14. Effect

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

2. To annul Clause 4, Article 1; and Articles 6, 7 and 8, of the Minister of Finance’s Circular No. 118/2020/TT-BTC of December 31, 2020, guiding a number of contents on securities offering and issuance, public tender offer and buyback of stocks, registration as a public company and termination of public company status.

3. 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.-

For the Minister of Finance
Deputy Minister
TRAN QUOC PHUONG

* The appendices to this Circular are not translated.