Tiếng Việt
中文Quick answer: Yes, but that is not enough. Under Point c, Clause 1, Article 109 of Decree 155/2020/ND-CP, share listing conditions require: return on equity (ROE) in the year immediately preceding the listing registration year of at least 5% and business operations in the 02 years immediately preceding the listing registration year must be profitable. In addition, the company must have no accumulated losses and no overdue debts of more than 01 year at the time of registration.
Legal basis
- Securities Law 2019 (Article 32), as amended by Law 56/2024/QH15;
- Decree 155/2020/ND-CP (Clause 1, Article 109).
Financial conditions for share listing
Under Clause 1, Article 109 of Decree 155/2020/ND-CP, the main conditions include:
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- Capital: paid-up charter capital at the time of listing registration of VND 30 billion or more (based on the most recent audited financial statements); minimum market capitalization of VND 30 billion;
- Profit: ROE in the year immediately preceding the listing registration year of at least 5%; business operations in the 02 years immediately preceding the listing registration year must be profitable; no accumulated losses;
- Debt: no debts overdue for more than 01 year as of the time of listing registration;
- Shareholders: at least 15% of voting shares held by at least 100 non-major shareholders (10% if charter capital is VND 1,000 billion or more);
- Holding commitment: key executives and major shareholders who are related persons must commit to holding 100% of shares in the first 06 months and 50% in the following 06 months from the first trading date;
- Legal: the company and its legal representative must not have been penalized for securities violations in the 02 years up to the registration time;
- Listing approved by the General Meeting of Shareholders; traded on UPCoM for at least 02 years (except where shares were publicly offered or the enterprise was equitized); having a securities company advising on the dossier.
Is a listed company necessarily a public company?
Under Article 32 of the Securities Law 2019, a joint-stock company with paid-up 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 that has successfully conducted an initial public offering of shares — is a public company.
Frequently asked questions
How is “profitable” understood?
It means positive after-tax profit after fulfilling tax obligations and offsetting prior years’ losses, based on audited financial statements.
If the company lost money the year before last but was profitable in the last 2 years, is it eligible?
Yes, if all conditions are met: profitable in the 02 years immediately preceding the registration year, ROE in the immediately preceding year of at least 5%, and no accumulated losses at the time of registration.
To assess eligibility for listing conditions and prepare the dossier in compliance, you should contact ANT Legal’s lawyers for a review and advice before proceeding.
