Dossier and Procedures for Registering Public Company Status

The dossier and procedure for registering public company status are carried out at the State Securities Commission under Articles 32 and 33 of the Law on Securities 2019 (as amended and supplemented by Law No. 56/2024/QH15). Only a joint stock company satisfying the conditions may register — an LLC (single-member or multi-member) may not issue shares (Articles 46 and 74 of the Law on Enterprises 2020, except for conversion into a joint stock company), so it cannot directly register as a public company and must convert into a joint stock company first.

1. Conditions to become a public company

Under Clause 1, Article 32 of the Law on Securities 2019 (as amended by Law No. 56/2024/QH15), a public company is a joint stock company falling into one of two cases: (a) having contributed charter capital of VND 30 billion or more and at least 10% of voting shares held by at least 100 investors who are not major shareholders; or (b) having successfully conducted an initial public offering (IPO) through registration with the State Securities Commission under Clause 1, Article 16.

2. Dossier for registering public company status

Under Clause 1, Article 33 of the Law on Securities 2019, the dossier includes: (a) the public company registration form; (b) the company charter; (c) the Enterprise Registration Certificate; (d) the public company disclosure document (summarizing the organizational structure, business operations, management apparatus, shareholder structure, assets, financial situation and other information); (dd) the most recent year’s financial statements audited by an independent audit organization (where capital is increased after the end of the most recent fiscal year, the most recent audited financial statements are added); and (e) the shareholder list. The disclosure document form is issued by the Minister of Finance.

3. Procedure and time limits for registering public company status

• A joint stock company falling under case (a) must submit the dossier to the State Securities Commission within 90 days from the date it completes capital contribution and has a shareholder structure satisfying the conditions.
• Within 15 days from the date of receipt of a complete and valid dossier (or receipt of the report on completion of the offering for case (b)), the State Securities Commission confirms completion of registration and publishes the name, business contents and related information on information disclosure media.
• After becoming a public company, the company must perform information disclosure obligations and corporate governance at public company standards (Law on Securities 2019, Decree No. 155/2020/ND-CP) and register its shares for trading on UPCoM if not yet listed.

Notes on applying current legal provisions

This article is for reference, helping readers understand the legal issue at a general level. Detailed dossiers follow the Ministry of Finance’s forms and Decree No. 155/2020/ND-CP. Where advice is needed, readers should contact ANT Legal’s lawyers at 0966.475.966 for verification and advice before proceeding.

Common risks to note

• An LLC submitting a public company registration dossier without converting its type.
• Submitting the dossier past the 90-day deadline.
• Financial statements not audited by an independent audit organization.
• Failing to perform information disclosure obligations after becoming a public company.

How can ANT Legal help?

ANT Legal advises on conditions, prepares public company registration dossiers and post-registration obligations. For quick advice, you may contact our lawyers at 0966.475.966.

Frequently asked questions

What are the conditions to become a public company?
A joint stock company with contributed charter capital of VND 30 billion or more and at least 10% of voting shares held by at least 100 investors who are not major shareholders; or having successfully conducted an initial public offering (Clause 1, Article 32 of the Law on Securities 2019, as amended by Law No. 56/2024/QH15).

Where is the public company registration dossier submitted, and what does it include?
Submitted to the State Securities Commission; it includes: the public company registration form; the company charter; the Enterprise Registration Certificate; the disclosure document; the most recent audited financial statements; and the shareholder list.

May an LLC register as a public company?
Not directly. Only a joint stock company may register as a public company; a limited liability company must convert into a joint stock company before registering.

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