Cancel the status of a public company according to the law

1. What is a public company?

According to Article 32 of the Securities Law 2019, the regulations on public companies are as follows:

– A public company is a joint stock company in one of the following two cases:

+ A company with a contributed charter capital of 30 billion VND or more and at least 10% of its shares Voting rights are held by at least 100 investors who are not major shareholders;

+ The company has successfully conducted an initial public offering of shares through registration with the State Securities Commission according to the provisions of Clause 1, Article 16 of this Law.

– Joint stock companies specified in Point a, Clause 1 of this Article must submit documents for public company registration specified in Clause 1 of this Article. 1 Article 33 of this Law to the State Securities Commission within 90 days from the date the company completes capital contribution and has a shareholder structure that meets the provisions at Point a, Clause 1 of this Article.

– Within 15 days from the date of receipt of a complete and valid public company registration dossier of the joint stock company according to the provisions of Point a, Clause 1 of this Article or receipt of the report on the completion of the offering of a joint stock company according to the provisions of Point b, Clause 1 of this Article, the State Securities Commission is responsible for confirming the completion of public company registration, and publishing the name, business content and other information related to the public company on the information disclosure medium of the State Securities Commission.

2. How is cancellation of public company status regulated?

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

– A 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 15 days from the date the paid-up charter capital is not enough VND 30 billion on the most recent audited financial report or has a shareholder structure that does not meet the conditions specified in Point a, Clause 1, Article 32 of this Law based on confirmation. of the Vietnam Securities Depository and Clearing Corporation.

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

– The company must fully comply with the regulations related to public companies until the time the State Securities Commission announces the 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 the cancellation of its status as a public company, the company is responsible for announcing the cancellation of its status as 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 the procedures for delisting. listed and registered for transactions according to the provisions of law.

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

3. What documents are needed to cancel the status of a public company?

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

Documents to cancel the status of a public company

A public company falling into the case specified in Clause 2, Article 38 of this Law must submit documents to cancel the status of a public company public companies to the State Securities Commission. Documents for cancellation of public company status include:

1. Business registration certificate;

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

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

4. 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, your company needs to prepare the following documents:

– Business registration certificate;

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

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

– The most recent annual financial statement 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.