Update regulations on public company registration, cancellation of public company status, audited reports on contributed charter capital.
Law No. 56/2024/QH15 amending and supplementing a number of articles of Securities Law No. 54/2019/QH14 (“Securities Law”), including amendments and supplements to regulations on public companies (see updates on amendments and supplements to Law No. 56/2024/QH15 here). Based on Law No. 56/2024/QH15, the Ministry of Finance issued Circular No. 19/2025/TT-BTCRegulations on registration of public companies, cancellation of public company status, audited reports on contributed charter capital (“Circular 19”). Circular 19 was issued by the Ministry of Finance on May 5, 2025 and took effect on the same day of signing and promulgation. In this article, lawyers of BFSC Law Firm (“BFSC Law LLC”) will update the regulations on public company registration, cancellation of public company status, and audited reports on contributed charter capital mentioned in Circular 19.
Update regulations on public company registration, cancellation of public company status, audited reports on contributed charter capital.
Requirements for registration documents and responsibilities for registration documents
According to Circular 19, the registration dossier (including the registration dossier of a public company for a public company in the case specified in Article 32.1(a) of the Securities Law and the registration dossier for cancellation of public company status) must be prepared in 01 original copy in Vietnamese. In case the documents in the dossier or reporting document are copies, they must be copies from the original or certified. The dossier and documents must ensure clear, accurate, truthful information, not cause misunderstanding and contain all important contents affecting the decision of the state management agency. Documents prepared in a foreign language must be accompanied by a certified translation into Vietnamese by a competent authority. Documents issued or certified by a competent foreign authority must be consularly legalized within 06 months from the date the agency receiving the dossier and reporting document receives the document.
Based on the provisions on the responsibilities of organizations and individuals related to records and reporting documents in Article 11a of the Securities Law, Circular 19 specifies the responsibilities of organizations and individuals participating in the process of preparing records for public company registration, records and documents for canceling the status of a public company, reporting on contributed charter capital and limiting the scope of responsibility of the State Securities Commission (“State Securities Commission”) during the process of reviewing the application for registration and cancellation of public company status.
Audited report on contributed charter capital
Circular 19 promulgates the form of Report on contributed charter capital in Appendix No. 01, this Appendix also includes four documents including (i) Explanatory note on report on contributed charter capital, (ii) details of capital contribution for establishment (form Appendix No. I.1), (iii) details of capital contribution by owner (form Appendix No. I.2), (iv) details of capital increase (form Appendix No. I.3). Along with the regulation that Organizations reporting charter capital must report on charter capital according to the form in Appendix No. 01, Circular 19 stipulates that the period for preparing reports on contributed charter capital is at least 10 years from the time of registration for initial public offering of shares, the time of registration as a public company. In case the organization registering for initial public offering of shares, the organization registering as a public company has been operating for less than 10 years, the period for preparing reports on contributed charter capital is calculated from the time of establishment. In the case of a joint stock company equitized from a state-owned enterprise with an operating period of less than 10 years, the period for preparing a report on contributed charter capital is calculated from the time the first certificate of business registration of the joint stock company is granted.
Circular 19 also stipulates requirements for auditing reports on contributed charter capital and requirements for audit opinions on reports on contributed charter capital.
Procedures and documents for registration of public company
Circular 19 stipulates the procedures for registering a public company for public companies specified in Article 32.1(a) of the Securities Law and stipulates the responsibilities of public companies in amending and supplementing dossiers, and stipulates the responsibilities of the State Securities Commission in confirming the completion of public company registration.
Circular 19 also stipulates the registration dossier of public companies, including regulations on the components of the public registration dossier in normal cases and the registration dossier of public companies formed after the process of division, separation, merger, and consolidation of enterprises.
Public company declassification file
Circular 19 stipulates the procedures and documents for canceling the status of a public company when the company no longer meets the conditions for being a public company under Article 32.1(a) of the Securities Law. The Circular stipulates the procedures for notification and registration of public company status applicable to public companies and stipulates the procedures of the State Securities Commission in canceling the status of a public company if the public company does not carry out the procedures for notification and registration of cancellation of public company status on its own.
Circular 19 also stipulates the procedures and documents for canceling the status of a public company in the following cases:
(i) a public company that does not meet the conditions for being a public company due to reorganization, dissolution, or bankruptcy;
(ii) a public company does not disclose information for 02 consecutive years on audited annual financial statements;
(iii) a public company does not disclose information for 02 consecutive years on the resolution of the Annual General Meeting of Shareholders;
(iv) public companies do not comply with regulations on stock registration at the Vietnam Securities Depository and Clearing Corporation, do not list or register stock trading on the securities trading system;
Circular 19 also stipulates the procedures and documents for revoking the status of a public company for a public company whose shares were listed or registered for trading before January 1, 2021 and still meet the conditions prescribed by the Securities Law No. 70/2006/QH11, which was amended and supplemented by a number of articles under Law No. 62/2010/QH12 and the documents detailing its implementation, but by January 1, 2026, it does not meet the provisions at Point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14, which was amended and supplemented at Point a, Clause 11, Article 1 of Law No. 56/2024/QH15, including two cases:
(i) a public company cancels its registration as a public company after January 1, 2026 in accordance with the provisions of the Securities Law; and
(ii) A public company cancels its registration as a public company before January 1, 2026 according to the decision of the General Meeting of Shareholders.
Above are the updated regulations on registration andRegistering a public company, canceling the status of a public company, reporting on the audited contributed charter capital of Circular 19. If you need to use the legal management consulting service of a public company, please contact the Secretariat of BFSC at the email address:[email protected].
For any comments or discussions related to the article, please contact:
| Lawyer Phan Quang Chung | Email:[email protected] | Legal Assistant Tran Hong Hanh | Email:[email protected] |