Tiếng Việt
中文Short answer: No. The Law on Securities 2019 (as amended by Law No. 56/2024/QH15) does not require all founding shareholders or capital-contributing members of a securities company to be organizations. The structural condition is: at least 02 founding shareholders or capital-contributing members being organizations, and the aggregate capital contribution of organizations must be at least 65% of charter capital (Clause 3, Article 74).
Legal basis
- Law on Securities 2019 (Articles 70, 74, 77), as amended by Law No. 56/2024/QH15.
Conditions on the structure of shareholders and capital-contributing members
Under Clause 3, Article 74 of the Law on Securities 2019:
Related services
Corporate Legal Advisory
If your company needs to review governance authority, resolutions, charter documents or internal dispute risk, ANT Legal can help assess the file and suggest appropriate next steps.
- At least 02 founding shareholders or capital-contributing members being organizations;
- The aggregate capital contribution of organizations must be at least 65% of charter capital, of which organizations being insurance enterprises and commercial banks must own at least 30% of charter capital;
- Where the securities company is organized as a single-member limited liability company: the owner must be an insurance enterprise, a commercial bank, or a foreign organization satisfying Clause 2, Article 77.
Accordingly, individuals may still be founding shareholders or capital-contributing members (up to 35% of charter capital) if they satisfy the condition: not falling under the categories prohibited from establishing or managing enterprises.
Other conditions for issuance of the establishment and operation license
- Capital: charter capital contributed in Vietnamese Dong; minimum charter capital for each business line as prescribed by the Government;
- Institutional shareholders/capital-contributing members: having legal entity status and lawful operations; profitable business operations in the 02 consecutive preceding years; the most recent annual financial statements audited with an unqualified opinion;
- Cross-ownership limits: a shareholder or capital-contributing member owning 10% or more of the charter capital of a securities company (and its related persons) may not own more than 5% of the charter capital of another securities company;
- Physical facilities: head office, equipment, and technology systems appropriate to the business;
- Personnel: a General Director (Director) and at least 03 employees holding securities practicing certificates for each business line proposed for licensing; at least 01 compliance control officer;
- Licensing authority: the State Securities Commission (Article 70).
Frequently asked questions
May foreign investors contribute capital to establish a securities company?
Yes, but they must satisfy the conditions in Article 77 of the Law on Securities 2019 and the prescribed foreign ownership ratio.
What is the minimum charter capital of a securities company?
It depends on each business line (brokerage, proprietary trading, underwriting, securities investment consultancy) as prescribed by the Government; the specific capital level for the intended business line should be checked before dossier submission.
To prepare a compliant dossier for the establishment and operation license for securities business, you should contact ANT Legal’s lawyers at 0966.475.966 for review and advice before proceeding.
