Documents for canceling the status of a public company according to the law

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

According to Article 38 of the Securities Law 2019, the provisions on the cancellation of the status of a public company are as follows:

– The public company is responsible for sending the State Securities Commission a written notice with a list of shareholders provided by the Vietnam Securities Depository and Clearing Corporation within the time limit 15 days from the date the paid-up charter capital is not enough VND 30 billion according to the most recent audited financial statement or the shareholder structure does not meet the conditions specified in Point a, Clause 1, Article 32 of this Law based on the confirmation of the Vietnam Securities Depository and Clearing Corporation.

– After 01 year from the date of no longer meeting the provisions in Point a, Clause 1, Article 32 of this Law, The company still does not meet the conditions of being a public company, the State Securities Commission considers canceling its status as a public company.

– The company must fully comply with regulations related to public companies until the time the State Securities Commission announces cancellation of its status as a public company.

– Within 07 working days from the date of receiving the notice from the State Securities Commission on In order to cancel the status of a public company, the company is responsible for announcing the cancellation of the status of a public company on the company’s electronic information page, the information disclosure means of the State Securities Commission, the Vietnam Stock Exchange and carrying out procedures for delisting and trading registration according to the provisions of law.

– The Minister of Finance stipulates the cancellation of the status of a public company for cases that do not meet the conditions of being a public company. They are due to reorganization, dissolution, or bankruptcy of businesses.

Accordingly, within 07 working days from the date of receiving notice from the State Securities Commission on cancellation of public company status, the company is responsible for announcing the cancellation of public company status on the company’s electronic information page, information disclosure means of the State Securities Commission, Vietnam Stock Exchange and carrying out procedures for delisting and trading registration in accordance with the provisions of law. law.

So companies can choose information pages that suit the company’s conditions, not necessarily newspapers.

2. What does the dossier to cancel the status of a public company include?

According to Article 39 of the Securities Law 2019, the regulations on the dossier to cancel the status of a public company are as follows:

“Article 39. Dossier to cancel the status of a public company

Public companies in the case specified in Clause 2, Article 38 of this Law must submit the dossier File for cancellation of public company status to the State Securities Commission. File for cancellation of public company status includes:

1. Certificate of business registration;

2. Document of notice that the public company no longer meets the provisions of Point a, Clause 1, Article 32 of this Law;

3. List of shareholders deposited by the Corporation and clearing Vietnamese securities provided;

4. The most recent annual financial statements audited by an approved auditing organization. In case the company increases its charter capital after the end of the most recent annual accounting period, the company must supplement the most recent audited financial statements.”

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

– Business registration certificate;

– Document announcing that the public company no longer meets the provisions of Point a, Clause 1, Article 32 of this Law;

– List of shareholders provided by Vietnam Securities Depository and Clearing Corporation;

– Recent year’s financial statements audited by an approved auditing organization. In case the company increases its charter capital after the end of the most recent annual accounting period, the company must supplement the most recent audited financial statement.

Is there a penalty for not notifying the cancellation of public company status?

According to Article 14 of Decree 156/2020/ND-CP, amended by Clause 12, Article 1 of the Decree 128/2021/ND-CP stipulating fines for violations of regulations on cancellation of public company status as follows:

“Article 14. Violations of regulations on cancellation of public company status

1. Violations of regulations on notification to the State Securities Commission when no longer meeting the conditions of being a public company as prescribed in Article 32 of the Securities Law are punished as follows:

a) Warning when notifying the State Securities Commission less than 15 days behind regulations;

b) Fine from 5,000,000 VND to 10,000,000 VND when notifying the State Securities Commission 15 days or more late than regulations;

c) Fine from 10,000,000 VND to 15,000,000 VND VND when not notifying the State Securities Commission according to regulations.

2. Fine from VND 30,000,000 to VND 50,000,000 for failure to submit or submit on time the dossier to cancel the status of a public company according to the provisions of Article 39 of the Securities Law in cases where the dossier to cancel the status of a public company must be submitted according to the law. Law”

Accordingly, your company will be fined from 10,000,000 VND to 15,000,000 VND when it does not notify the State Securities Commission according to regulations.