Public Company Registration Dossiers and Procedures under Vietnamese Law

1. Can a LLC with two or more members or a single-member LLC be listed on the stock exchange?

According to Article 46 of the Law on Enterprises 2020, regulations on limited liability companies with two or more members are as follows:

“Article 46. Limited liability companies with two or more members

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3. Limited liability companies two or more members are not allowed to issue shares, except in the case of converting into a joint stock company.

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At the same time, in Article 74 of the Law on Enterprises 2020 stipulations on single-member limited liability companies are as follows:

“Article 74. Single-member limited liability companies member

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3. A single-member limited liability company is not allowed to issue shares, except in the case of converting into a joint stock company.

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Accordingly, both a two-member limited liability company and a single-member limited liability company cannot issue shares, so they cannot be listed on the stock exchange.

2. How can a limited company register as a public company?

Pursuant to Article 32 of the Securities Law 2019 regulates public companies as follows:

“Article 32. Public company

1. A public company is a joint stock company in one of the following two cases here:

a) The company has a contributed charter capital of VND 30 billion or more and has at least 10% of the voting shares held by at least 100 investors who are not major shareholders;

b) 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 of Article 16 of this Law.

2. Joint stock companies specified in Point a, Clause 1 of this Article must submit the public company registration documents specified in Clause 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 of Point a, Clause 1 of this Article.

3. Within 15 days from the date of receiving a complete and valid public company registration dossier of a joint stock company according to the provisions of Point a, Clause 1 of this Article or receiving a 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 at the same time announcing the name, business content and other activities. tother information related to public companies on the information disclosure media of the State Securities Commission.”

Accordingly, a public company is a joint stock company in one of the following two cases:

+ The company has a contributed charter capital of 30 billion VND or more and has at least 10% of the voting shares issued by held by at least 100 investors who are not major shareholders;

+ The company has successfully carried out 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.

Thus, if a limited liability company wants to register as a public company, it must carry out procedures to convert the type of enterprise into a Joint Stock company. first according to Decree 01/2021/ND-CP, then register as a public company.

3. What do you need to prepare for public company registration documents and procedures?

According to Article 33 of the Securities Law 2019, the regulations on public registration documents are as follows:

“Article 33. Public company registration documents

1. Public company registration documents include:

a) Public company registration certificate;

b) Company charter;

c) Business registration certificate;

d) Public company information release including summary information on organizational model, business operations, management apparatus, shareholder structure, assets, financial situation and other information;

d) The most recent annual financial statements of the joint stock company are audited by an independent 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;

e) List of shareholders.

2. The Minister of Finance promulgates the form of Information Disclosure on public companies and regulates dossiers for registration of public companies formed after division, separation, consolidation or merger of enterprises.

Accordingly, the public company registration dossier includes:

+ Public company registration certificate;

+ Company charter;

+ Business registration certificate;

+ Public company information release including summary information about its structure organizational structure, business operations, management apparatus, shareholder structure, assets, financial situation and other information;

+ The most recent annual financial statements of the joint stock company are audited by an independent 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;

+ List of shareholders.

Within 90 days from the date the company completes capital contribution and has a shareholder structure that meets the conditions of a public company, the company submits documents to the State Securities Commission. Within 15 days from the date of receiving the complete and valid public company registration dossier of the joint stock company, the State Securities Commission is responsible for confirming the completion of the public company registration, and at the same time publishing the name, business content and other information related to the public company on the information disclosure medium of the State Securities Commission.