Cancelling Public Company Status: Must It Be Published in Print?

1. Is it mandatory to publish the cancellation of public company status in print newspapers?

Under Article 38 of the Law on Securities 2019 (as amended and supplemented by Law No. 56/2024/QH15) on cancellation of public company status:

– A public company must send the State Securities Commission a written notice together with the shareholder list provided by the Vietnam Securities Depository and Clearing Corporation within 15 days from the date its contributed charter capital is insufficient for VND 30 billion based on the latest audited financial statements, or its shareholder structure fails to meet the conditions in point a, Clause 1, Article 32 of this Law, as certified by the Vietnam Securities Depository and Clearing Corporation.

– After 01 year from the date it no longer meets point a, Clause 1, Article 32 of this Law, if the company still fails to meet public company conditions, the State Securities Commission considers cancelling its public company status.

– The company must fully comply with regulations applicable to public companies until the State Securities Commission notifies the cancellation of public company status.

– Within 07 working days from the date of receipt of the State Securities Commission’s notice on cancellation of public company status, the company must announce the cancellation on its website, the State Securities Commission’s information disclosure channel, the Vietnam Exchange, and carry out delisting and trading registration cancellation procedures under the law.

– The Minister of Finance prescribes the cancellation of public company status for cases of failure to meet public company conditions due to reorganization, dissolution or bankruptcy of the enterprise.

Accordingly, within 07 working days from the date of receipt of the State Securities Commission’s notice on cancellation of public company status, the company must announce the cancellation on its website, the State Securities Commission’s information disclosure channel, the Vietnam Exchange, and carry out delisting and trading registration cancellation procedures under the law.

Therefore, the company may choose a suitable information channel for its conditions; it does not have to be a newspaper.

2. What does the dossier for cancellation of public company status include?

Under Article 39 of the Law on Securities 2019 (as amended and supplemented by Law No. 56/2024/QH15) on the dossier for cancellation of public company status:

“Article 39. Dossier for cancellation of public company status

A public company falling into the case prescribed in Clause 2, Article 38 of this Law must submit the dossier for cancellation of public company status to the State Securities Commission. The dossier for cancellation of public company status includes:

1. The Enterprise Registration Certificate;

2. The written notice that the public company no longer meets point a, Clause 1, Article 32 of this Law;

3. The shareholder list provided by the Vietnam Securities Depository and Clearing Corporation;

4. The latest annual financial statements audited by an approved auditing organization. Where the company increases its charter capital after the end of the latest annual accounting period, the company must supplement the latest audited interim financial statements.”

Accordingly, the dossier for cancellation of public company status includes:

– The Enterprise Registration Certificate;

– The written notice that the public company no longer meets point a, Clause 1, Article 32 of this Law;

– The shareholder list provided by the Vietnam Securities Depository and Clearing Corporation;

– The latest annual financial statements audited by an approved auditing organization. Where the company increases its charter capital after the end of the latest annual accounting period, the company must supplement the latest audited interim financial statements.

3. Are penalties imposed for failing to announce the cancellation of public company status?

Under Article 14 of Decree No. 156/2020/ND-CP, as amended by Clause 12, Article 1 of Decree No. 128/2021/ND-CP, on penalties for violations of public company status cancellation rules:

“Article 14. Violations of public company status cancellation rules
1. Violations of rules on notifying the State Securities Commission when no longer meeting public company conditions under Article 32 of the Law on Securities (as amended and supplemented by Law No. 56/2024/QH15) are penalized as follows:
a) A warning for late notification to the State Securities Commission of less than 15 days;
b) A fine of VND 5,000,000 to VND 10,000,000 for late notification to the State Securities Commission of 15 days or more;
c) A fine of VND 10,000,000 to VND 15,000,000 for failure to notify the State Securities Commission as prescribed.
2. A fine of VND 30,000,000 to VND 50,000,000 for failure to submit or late submission of the dossier for cancellation of public company status under Article 39 of the Law on Securities (as amended and supplemented by Law No. 56/2024/QH15) where submission is required by law.”

Accordingly, a company failing to notify the State Securities Commission as prescribed will be fined from VND 10,000,000 to VND 15,000,000.

Notes on applying current legal provisions

This article belongs to the Corporate Knowledge & M&A group and is presented for reference, helping readers understand the legal issue at a general level before preparing dossiers or conducting transactions.

Legal provisions may change depending on time, locality, dossier type and specific circumstances. Where it is necessary to determine the exact legal basis applicable to your dossier, you should contact ANT Legal’s lawyers at 0966.475.966 for verification and advice before proceeding.

Common risks to note

• Applying legal documents that have been amended, supplemented or replaced.
• Preparing incomplete dossiers, documents or evidence.
• Misunderstanding conditions, procedures, time limits or competent authority.
• Signing, submitting dossiers or conducting transactions without fully assessing legal risks.

How can ANT Legal help?

ANT Legal assists with reviewing specific situations, checking dossiers, determining the applicable legal basis, advising on handling plans and representing clients before individuals, organizations or competent authorities when necessary.

For quick advice, you may contact our lawyers at 0966.475.966.

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