Report on Share Repurchase by a Public Company Under Law

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1. What is a share?

Clause 2, Article 4 of the Securities Law 2019 (amended and supplemented by Law No. 56/2024/QH15) defines the term as follows:

“Article 4. Definitions
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2. A share is a type of security confirming the lawful rights and interests of the holder in a portion of the issuing organization’s share capital.
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Thus, a share is a type of security confirming the lawful rights and interests of the holder in a portion of the issuing organization’s share capital.

2. What contents does a public company’s report on share repurchase include?

Article 37 of the Securities Law 2019 (amended and supplemented by Law No. 56/2024/QH15) provides on the report on share repurchase, information disclosure and share repurchase implementation as follows:

A public company under Clause 1, Article 36 of this Law, before repurchasing its own shares, must send reporting documents to the State Securities Commission, including:

The report on share repurchase;
The General Meeting of Shareholders’ decision approving the share repurchase and the repurchase plan;
Written confirmation of the designated transaction execution by the securities company, except where the securities company is a member of the Vietnam Stock Exchange repurchasing its own shares;
The Board of Directors’ decision approving the plan for implementing the share repurchase;
The most recent audited financial statements;
Documents evidencing the company has sufficient funds to repurchase the shares;
Documents evidencing satisfaction of the conditions for repurchasing its own shares as prescribed by law, where the public company operates in conditional investment and business sectors or trades.

The report on share repurchase includes the following contents:

Repurchase purpose;
Total number of shares registered for repurchase;
Capital source for the repurchase;
Transaction method;
Expected implementation time;
Pricing principles (price range).

Within 07 working days from receiving complete and valid share repurchase reporting documents under Clause 1 of this Article, the State Securities Commission sends a written notice to the public company confirming receipt of the complete reporting documents; where the documents are incomplete or invalid, the State Securities Commission sends a written notice specifying the contents and requesting amendments or supplements. The time for amending or supplementing the reporting documents is not counted in the time limit prescribed in this Clause. In case of refusal, the State Securities Commission must reply in writing stating the reasons.
Within 07 working days from the State Securities Commission’s notice, the public company must disclose on its website and on the disclosure means of the State Securities Commission and the Vietnam Stock Exchange the contents under Clause 2 of this Article. The public company may repurchase shares after 07 working days from the disclosure date.
Within 10 days from the end of the share repurchase transaction, the public company must send a report on the transaction results to the State Securities Commission and publicly disclose the information. Where the public company does not complete the expected number of shares, it must report and disclose the reasons for the incomplete implementation.
The public company must complete the share repurchase within the time stated in the disclosure document but no more than 30 days from the transaction start date.
Within 06 months from the end of the share repurchase, the public company may not offer shares to increase charter capital, except for converting bonds into shares as committed when offering convertible bonds.

Thus, the report on share repurchase includes the following contents:

Repurchase purpose;
Total number of shares registered for repurchase;
Capital source for the repurchase;
Transaction method;
Expected implementation time;
Pricing principles (price range).

3. Within what time must a public company complete its share repurchase?

Clause 6, Article 37 of the Securities Law 2019 (amended and supplemented by Law No. 56/2024/QH15) provides:

“Article 37. Report on share repurchase, information disclosure and share repurchase implementation
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6. The public company must complete the share repurchase within the time stated in the disclosure document but no more than 30 days from the transaction start date.
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Thus, the public company must complete the share repurchase within the time stated in the disclosure document but no more than 30 days from the transaction start date.

Notes on applying current legal provisions

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

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

Common risks to note

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

How can ANT Legal help?

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

For quick advice, you may contact a lawyer at 0966.475.966.

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