Circular No. 19/2025/TT-BTC dated May 05, 2025 on registration of public companies, cancellation of public company status, audited reports on contributed charter
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MINISTRY OF
FINANCE OF VIETNAM |
THE SOCIALIST
REPUBLIC OF VIETNAM |
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No. 19/2025/TT-BTC |
Hanoi, May 05, 2025 |
CIRCULAR
ON REGISTRATION OF PUBLIC COMPANIES, CANCELLATION OF PUBLIC COMPANY STATUS, AUDITED REPORTS ON CONTRIBUTED CHARTER
Pursuant to the Law on Securities No. 54/2019/QH14 dated November 26, 2019;
Pursuant to the Law No. 56/2024/QH15 dated November 29, 2024 on amendments to Law on Securities, Law on Accounting, Law on Independent Audit, Law on State Budget, Law on Management and Use of Public Property, Law on Tax Administration, Law on Personal Income Tax, Law on National Reserves, and Law on Penalties for Administrative Violations;
Pursuant to Decree No. 29/2025/ND-CP dated February 24, 2025 of the Government on functions, tasks, powers and organizational structure of the Ministry of Finance of Vietnam;
At the request of the President of the State Securities Commission of Vietnam;
The Minister of Finance promulgates the Circular on registration of public companies, cancellation of public company status, audited reports on contributed charter.
Chapter I
GENERAL REGULATIONS
Article 1. Scope
This Circular regulates point a clause 7, point b clause 11, point b clause 12, point b clause 15, Article 1 of the Law No. 56/2024/QH15 dated November 29, 2024 on amendments to Law on Securities, Law on Accounting, Law on Independent Audit, Law on State Budget, Law on Management and Use of Public Property, Law on Tax Administration, Law on Personal Income Tax, Law on National Reserves, and Law on Penalties for Administrative Violations (hereinafter referred to as “Law No. 56/2024/QH15”), clause 2 Article 33 of the Law on Securities No. 54/2019/QH14 dated November 26, 2019.
Article 2. Regulated entities
1. Organizations and individuals participating in formulation, certification of applications for registration of public companies, cancellation of public company status, formulation and auditing of audited reports on contributed charter.
2. The Vietnam Exchange (hereinafter referred to as “VNX”), Ho Chi Minh Stock Exchange (hereinafter referred to as “HOSE”), Hanoi Stock Exchange (hereinafter referred to as “HNX”), Vietnam Securities Depository and Clearing Corporation (hereinafter referred to as “VSDC”).
3. Other relevant organizations and individuals.
Article 3. General regulations
1. Applications for registration of public companies; applications, reports on cancellation of public company status prescribed in this Circular shall be submitted and returned in person, by post, or online public services portal in accordance with instructions of the Ministry of Finance.
2. The application for registration of public companies; the application and reports on cancellation of public company status shall be made into 01original Vietnamese set in writing. In cases where documents in applications, reports are copies, they shall be copied from original registers or certified. Applications and documents shall have clear, accuracy, honest information without causing misunderstanding, and include all important details that may affect the decision of state management authorities.
Documents in a foreign language shall be accompanied by a translation into Vietnamese certified by a competent authority. Documents issued or certified by a competent foreign authority shall be consularly legalized within a period of 6 months from the date the receiving authority receives the documents.
3. Organizations and individuals participating in formulation of application for registration of public companies, cancellation of public company status, the audited report on charter capital contributed by the time of application for registration of initial public offering are accountable to the law for the legality, accuracy, truthfulness, and completeness of the application. Organizations and individuals certifying the application and documents are accountable to the law within the scope of such application.
4. State Securities Commission of Vietnam (hereinafter referred to as “SSC”) shall confirm the completion of the registration of public companies, and notify the cancellation of public company status based on the provided application and documents. SSC is not responsible for any violations committed by organizations or individuals before or after the valid application is submitted. A valid application is an application with all necessary documents and the content of those documents fully declared in accordance with the law and this Circular.
Chapter II
AUDITED REPORTS ON CONTRIBUTED CHARTER
Article 4. Audited reports on contributed charter
The audited reports on contributed charter used in the application for registration of initial public offering, application for registration of public companies is as follows:
1. b) Report on the audited charter capital using the Form in Appendix 01 attached to this Circular.
The report on the contributed charter capital shall cover a minimum period of 10 years from the registration of initial public offering or the registration of the public companies. In cases where an organization registering for the initial public offering or registering a public company with less than 10 years of operation, the report on the contributed charter capital shall cover the period beginning from the time of establishment. For an equitized state-owned enterprise with less than 10 years of operation, the period for formulating the report on the contributed charter capital shall cover the period beginning from the time of receipt of the first certificate of registration as a joint-stock company.
2. The auditing of the report on the contributed charter capital shall be conducted in accordance with the law to provide opinions on the truthfulness and reasonableness of the capital contribution of the shareholders.
3. The audit report must be unqualified. In cases where the unqualified audit report has emphasis of matter or other matters, the organization registering for the initial public offering or registering a public company shall provide an explanation and obtain confirmation from the independent auditing organization.
Chapter III
REGISTRATION OF PUBLIC COMPANIES
Article 5. Procedures for registration of public companies
1. A joint stock company prescribed point a clause 1 Article 32 of the Law on Securities No. 54/2019/QH14 (hereinafter referred to as Law No. 54/2019/QH14) amended and supplemented by point a clause 11 Article 1 of Law No. 56/2024/QH15 shall submit the application for public company registration to SSC within 90 days from the date the company completes the capital contribution and has a shareholder structure that complies with the provisions in point a clause 1 Article 32 of the Law on Securities No. 54/2019/QH14 which is amended and supplemented by point a clause 11 Article 1 of Law No. 56/2024/QH15.
2. SSC shall confirm the completion of the registration of public companies as prescribed in clause 3 Article 32 of the Law No. 54/2019/QH14.
3. In case where the application needs to be amended,, SSC shall send a written document to the applicant stating the specific amendments required.
Within 60 days from the date SSC requires amendment to the application, the applicant shall complete the application. If the applicant fails to complete the application for registration of a public company within the prescribed deadline, SSC shall stop processing the application. The Board of Directors and the legal representative of the company are responsible for reviewing the requirements for public companies. If the applicant is eligible to become a public company, a new application for registration of a public company shall be submitted as prescribed by law. If the applicant fails to meet the requirements, the Board of Directors and the legal representative of the company shall report to the nearest General Meeting of Shareholders and be accountable to the law.
4. During the time when the application is being processes, the applicant shall amend the application if they discover inaccurate information, missing information, or make changes to significant content that should be included in the application as prescribed by law, or if it is necessary to provide explanations on issues that may cause misunderstandings.
5. The time limit for processing of the application begins from the date SSC receives the valid application. The supplementary documents shall include signatures of people who have signed in the application or of people who have the same title or legal representatives of the company.
Article 6. Application for registration of public companies
1. An application for registration of a public company includes:
a) Application form for registration of public company using the Form in Appendix 02 attached to this Circular;
b) Charter of the company in accordance with the Law on Enterprises and draft Charter of the company applied for public company in cases where the current Charter of the company is not suitable for public company;
c) Certificate of enterprise registration or equivalent legal documents;
d) Information disclosure statement about the public company using the Form in Appendix 03 attached to this Circular;
dd) The most recent financial statement of the joint-stock company audited by an independent auditing organization. In case the company increases its charter capital after the end of the most recent accounting period, the most recent audited or reviewed financial statement must be included in the application. The most recent period is from the beginning of the next financial year until the completion of the charter capital change;
e) Audited report on contributed charter as of the time of registration as a public company in accordance with Article 4 of this Circular;
g) List of shareholders using the Form in Appendix 04 attached to this Circular. If there is any change, the company is responsible for updating and submitting the List to SSC;
2. Application for registration of public companies established after full or partial division or consolidation includes:
a) In cases where the company is not a public company before full or partial division or consolidation, the application for registration of the public company established after full or partial division or consolidation includes the documents prescribed in points a, b, c, d, and g, clause 1 of this Article and the following documents:
Audited report on contributed charter conducted by an independent auditing organization of the company before full or partial division; audited report on contributed charter conducted by an independent auditing organization of the company before the consolidation; report on contributed charter capital audited by an independent auditing organization of the joint-stock company established after the full or partial division or consolidation in accordance with point e, clause 1 of this Article.
The most recent financial statement of the joint-stock company established after full or partial division or consolidation audited by an independent auditing organization. In cases where at the time of submitting the application for registration of public company, the company does not have the most recent annual financial statement because it has operated for less than a year, the most recent audited financial statements in the application for registration of public company shall be replaced with the most recent audited or reviewed financial statements attached with the most recent audited financial statements of the company before full or partial division or consolidation.
b) In cases where the company before full division is a public company, the application for registration of public company established after full division shall include the documents prescribed in points a, b, c, d, and g, clause 1 of this Article and the following documents:
Audited report on contributed charter conducted by an independent auditing organization of the joint-stock company established after full division from the time of the full division to the time of registering as a public company in accordance with Article 4 of this Circular.
The most recent annual financial statement of the joint-stock company established after full division audited by an independent auditing organization. In cases where at the time of submitting the application for registration of public company, the company does not have the most recent annual financial statement because it has operated for less than a year, the most recent audited financial statement in the application for registration of public company shall be replaced with the most recent audited or reviewed financial statement.
c) In cases where the joint-stock company registers as a public company after issuing shares through a stock swap under a consolidation agreement and has received a certificate of offering from SSC, the application for registration of public company shall include the documents prescribed in points a, b, c, d, and g, clause 1 of this Article and the report on the results of the share issuance for the swap.
3. The application for registration of the public company established after consolidation shall include the documents prescribed in points a, b, c, d, and g, clause 1 of this Article and the following documents:
a) Audited report on contributed charter conducted by an independent auditing organization of the consolidating companies, the consolidated company established before consolidation, and the joint-stock company established after consolidation in accordance with Article 4 of this Circular.
b) The most recent annual financial statements of the joint-stock company established after consolidation audited by an independent auditing organization. In cases where the joint-stock company established after consolidation is registered after the end of the most recent financial year, the company must provide the most recent audited or reviewed financial statements and the audited annual financial statements of the merging and merged companies.
Chapter IV
CANCELLATION OF PUBLIC COMPANY STATUS
Article 7. Cases of cancellation of public company status
The status of a public company shall be cancelled in one of the cases prescribed in clause 1 Article 38 of the Law No. 54/2019/QH14 (amended by clause 15 Article 1 of the Law No. 56/2024/QH15).
Article 8. Cancellation of public company status in cases where the company fails to meet the requirements of a public company
1. Procedures for cancellation of public company status
a) Within 15 days from the date that the company fails to meet the requirements prescribed in point a clause 1 Article 32 of the Law No. 54/2019/QH14 (amended by point a clause 11 Article 1 of Law No. 56/2024/QH15), the public company is responsible for sending a written notification to SSC attached with a list of shareholders provided by VSDC or compiled by the public company that have not registered their shares with VSDC, or the most recent audited annual financial statement. The company shall comply with all regulations related to public companies until SSC Commission notifies the cancellation of the public company status as prescribed in clause 3 Article 38 of the Law No. 54/2019/QH14.
The public company is responsible for disclosing information regarding its failure to meet any of the requirements prescribed in point a clause 1 Article 32 of the Law No. 54/2019/QH14 (amended by point a clause 11 Article 1 of Law No. 56/2024/QH15) in accordance with the regulations on extraordinary information disclosure prescribed in point r clause 1 Article 11 of Circular No. 96/2020/TT-BTC dated November 16, 2020 issued by the Minister of Finance on information disclosure in the securities market, or other amendments or replacements (if any).
b) After 01 year from the day on which a public company fails to fully satisfy the requirements for public companies prescribed in Point a clause 1 Article 32 of the Law No. 54/2019/QH14 (amended by point a clause 11 Article 1 of the Law No. 56/2024/QH15), it shall submit the application for cancellation of the public company status as prescribed in clause 2 of this Article to SSC..
c) In case where the application requires amendments, SSC shall send a written document specifying the required amendments to the public company.
d) Within 15 days from the receipt of valid application, SSC shall consider cancelling the public company status, notify the company of the cancellation, and publish the information on SSC's channels.
dd) Within 7 days from the receipt of the notification from SSC regarding the cancellation of public company status, the company is responsible for announcing the cancellation on its website, on the channels of SSC, and at the Stock Exchange where the company's shares are listed or registered for trading. The company shall carry out the procedures for delisting and deregistration of trading in accordance with the law.
2. The application for cancellation of public company status includes the documents prescribed in Article 39 of the Law No. 54/2019/QH14 (amended by clause 16 Article 1 of Law No. 56/2024/QH15).
3. If the public company fails to submit the required documents and reports to the SCC as prescribed in clause 1 of this Article, SSC shall consider cancelling the public company status based on the list of shareholders provided by VSDC or the most recent audited annual financial statement of the company. To be specific:
a) After receiving the list of shareholders provided by VSDC regarding the company's failure to meet the requirements for shareholder prescribed in point a clause 1 Article 32 of the Law No. 54/2019/QH14 (amended by point a, clause 11, Article 1 of Law No. 56/2024/QH15), SSC shall notify the public company about its non-compliance with the requirements for a public company.
After 01 year from the date the company fails to meet the requirements for shareholder prescribed in point a clause 1 Article 32 of the Law No. 54/2019/QH14 (amended by point a clause 11 Article 1 of Law No. 56/2024/QH15), if the company still does not meet the requirements for being a public company according to the shareholder list provided by VSDC, SSC shall consider cancelling the public company status within 15 days, notify the company and the Stock Exchange where the company’s securities are listed or registered for trading, and publish the information via the channels of SSC.
b) If a public company no longer meets the capital requirements prescribed in point a clause 1 Article 32 of the Law No. 54/2019/QH14 (amended by point a clause 11 Article 1 of Law No. 56/2024/QH15) according to its latest audited financial statement, SSC shall notify the public company of its non-compliance with the requirements for a public company.
After 01 year from the date the company fails to meet the capital requirements prescribed in point a clause 1 Article 32 of the Law No. 54/2019/QH14 (amended by point a clause 11 Article 1 of Law No. 56/2024/QH15), if the company still does not meet the capital requirements of a public company according to its latest audited financial statement, SSC shall consider cancelling the public company status within 15 days, notify the company and the Stock Exchange where the company’s securities are listed or registered for trading, and publish the information via the channels of SSC.
Article 9. Cancellation of public companies in cases where the companies no longer meet the requirements for a public company due to reorganization, dissolution, or bankruptcy
1. Cancellation of public company status in cases where the company no longer meets the requirements for a public company after partial division or consolidation.
a) A public company that does not meet the requirements for a public company after partial division or consolidation shall have its public company status cancelled in accordance with point a clause 1, clause 2 of Article 38 of the Law No. 54/2019/QH14 (amended by clause 15 Article 1 of Law No. 56/2024/QH15).
Procedures and application for cancellation of public company status in cases where the company does not meet the requirements for a public company after partial division or consolidation shall be carried out in accordance with clauses 1 and 2, Article 8 of this Circular.
b) If the General Meeting of Shareholders of a public company after partial division or consolidation decides the cancellation of the public company status in accordance with points a and b, clause 2, Article 13 of this Circular shall be complied with.
2. Cancellation of public company status in cases where the company does not meet the requirements for a public company after being fully divided, acquired or consolidated.
a) A public company must report and disclose information regarding full division, acquisition or consolidation in accordance with the law on information disclosure in the securities market.
b) Procedures for cancellation 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 upon receiving notice from the competent authority, SSC shall consider cancelling the public company status, notify the company, and publish the information via the channels of SSC.
3. Cancellation of public company status in cases where the company does not meet the requirements for a public company due to the conversion from a joint-stock company to a limited liability company.
a) A public company carrying out a conversion of its business type shall report and disclose information in accordance with the law on information disclosure in the securities market.
Within 07 days from the receipt of the Certificate of enterprise registration, a limited liability company converted from a joint-stock public company shall send a notification attached with the Certificate of business registration to SSC.
b) Within 15 days from the receipt of the report from the limited liability company converted from a joint-stock public company, SSC shall consider cancelling the public company status, notify the company, and publish the information via its channels.
4. Cancellation of public company status in cases where the public company is dissolved, bankrupt, or has its Certificate of business registration cancelled.
Article 10. Cancellation of public companies in cases where the public companies fail to disclose their audited annual financial statements for two consecutive years
After 30 days from the deadline for publishing the audited annual financial statement as prescribed in Circular No. 96/2020/TT-BTC dated November 16, 2020 by the Minister of Finance, or its amendments (if any), if the public company fails to disclose this information for two consecutive years, SSC shall notify the cancellation of public company status, inform the company and the Stock Exchange where the shares are listed or registered for trading, and publish this information via its channels.
Article 11. Cancellation of public companies in cases where the public companies fail to disclose resolutions of the annual General Meeting of Shareholders for two consecutive years
After 30 days from the deadline for holding the annual General Meeting of Shareholders as prescribed by the Law on Enterprises, if the public company fails disclose resolutions of the annual General Meeting of Shareholders for two consecutive years, SSC 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 publish this information via its channels.
Article 12. Cancellation of public companies in cases where the public companies fails to comply with regulations regarding the registration of shares at VSDC, or does not list or register its shares for trading on the stock exchange system
Within 01 year from the date SSC confirms the completion of public company registration or from the end of the public offering, if the public company fails to register its shares at VSDC or does not list or register its shares for trading on the Stock Exchange, it will have its public company status cancelled. To be specific:
1. VSDC and VNX shall report to SSC on cases where public companies fail to register shares, list, or register for trading after one year from the date SSC confirms the completion of public company registration or from the end of the public offering.
2. After 15 days from the receipt of the report from VSDC or VNX, SSC shall consider the cancellation of public company status, notify the company, VSDC, and the Stock Exchange, and publish this information via its channels.
Article 12. Cancellation of whose shares were listed or registered for trading prior to January 01, 2021
1. Public companies with shares listed or registered for trading before January 01, 2021 that meet the requirements under the Law No. 70/2006/QH11 (amended by Law No. 62/2010/QH12) will have their public company status cancelled if they do not comply with the regulations in point a, clause 1 Article 32 of the Law No. 54/2019/QH14 (amended by point a clause 11 Article 1 of Law No. 56/2024/QH15) by January 01, 2026. The procedures and application for cancellation of public company status shall comply with regulations in clauses 1 and 2, Article 8 of this Circular.
2. In the case of public companies with shares listed or registered for trading before January 01, 2021 that meet the requirements under the Law No. 70/2006/QH11 (amended by Law No. 62/2010/QH12) but do not comply with the regulations in point a clause 1 Article 32 of the Law No. 54/2019/QH14 (amended by point a, clause 11, Article 1 of Law No. 56/2024/QH15), and the General Meeting of Shareholders decides to cancel 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 submit the application for cancellation of public company status to SSC in accordance with clause 2 Article 8 of this Circular attached with the resolution of the General Meeting of Shareholders regarding the cancellation of public company status.
b) Within 15 days from the receipt of a complete and valid application for the revocation of public company status, SSC shall cancel the public company status, notify the company and the Stock Exchange where the company’s securities are listed or registered for trading, and publish this information via its channels.
Chapter V
IMPLEMENTATION
Article 14. Effect
1. This Circular comes into force from the day on which it is signed.
2. 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 providing guidance on offering and issuance of securities, tender offer, share repurchase, registration and delisting of public companies are annulled.
3. SSC, VNX, HOSE, HNX, VSDC, public companies, companies registering as public companies, organizations registering for initial public offering of shares, and related organizations and individuals are responsible for implementing this Circular./.
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