Information Disclosure Rules for Public Companies in Vietnam

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1. What contents must a public company disclose in periodic information disclosure?

Under Article 120 of the Securities Law 2019 (amended and supplemented by Law 56/2024/QH15, effective from 01/01/2025) on information disclosure by public companies:

“Article 120. Information disclosure by public companies
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1. Public companies must make periodic disclosure of one or more of the following:
a) Audited annual financial statements, semi-annual financial statements reviewed by an approved audit organization, and quarterly financial statements;
b) The annual report;
c) The corporate governance report;
d) Resolutions of the annual General Meeting of Shareholders;
dd) Other information as prescribed by law.
[…]
3. Public companies must make disclosure upon request of the State Securities Commission, the Vietnam Stock Exchange and the subsidiary when any of the following events occurs:
a) An event seriously affecting the lawful interests of investors;
b) Information relating to the company that greatly affects securities prices and needs confirmation.”

Accordingly, public companies must make periodic disclosure of one or more of the following:

Audited annual financial statements, semi-annual financial statements reviewed by an approved audit organization, and quarterly financial statements;
The annual report;
The corporate governance report;
Resolutions of the annual General Meeting of Shareholders;
Other information as prescribed by law.

2. How does a public company make periodic information disclosure?

Under Article 10 of Circular 96/2020/TT-BTC on periodic information disclosure:

A public company must disclose its audited annual financial statements by an approved audit organization under the following principles:

Financial statements must include all reports, appendices and notes as prescribed by law on enterprise accounting;
Where the public company is the parent company of another organization, it must disclose 02 reports: its own annual financial statements and the consolidated annual financial statements as prescribed by law on enterprise accounting;
Where the public company is a superior accounting unit with subordinate units having their own accounting apparatus, it must disclose aggregated annual financial statements as prescribed by law on enterprise accounting;
Where the public company is the parent company of another organization and also a superior accounting unit with subordinate units having their own accounting apparatus, it must disclose 02 reports: the aggregated annual financial statements and the consolidated annual financial statements as prescribed by law on enterprise accounting;
The public company must disclose information on the audited annual financial statements including the audit report on such financial statements and the company’s explanatory document where the audit organization gives an opinion other than an unqualified opinion on the financial statements;
Deadline for disclosing annual financial statements:

A public company must disclose its audited annual financial statements within 10 days from the date the audit organization signs the audit report but no later than 90 days from the end of the fiscal year.

A public company must prepare its annual report using the form in Appendix IV issued with this Circular and disclose it within 20 days from the date of disclosing the audited annual financial statements but no later than 110 days from the end of the fiscal year.

Financial information in the annual report must be consistent with the audited annual financial statements.

Information disclosure on the annual General Meeting of Shareholders:

At least 21 days before the opening of the General Meeting of Shareholders, unless the company charter provides a longer period, the public company must disclose on its website and on the websites of the State Securities Commission and the Stock Exchange (for listed organizations and trading-registered organizations) the meeting of the General Meeting of Shareholders, clearly indicating the link to all meeting documents, including: the meeting invitation, meeting agenda, voting ballots, documents used at the meeting and draft resolutions for each agenda item. Meeting documents must be updated with amendments and supplements (if any);
Meeting minutes, resolutions of the annual General Meeting of Shareholders and accompanying documents must be disclosed within the time limit prescribed at Point c, Clause 1, Article 11 of this Circular.

A public company must disclose information on its corporate governance report using the form in Appendix V issued with this Circular within 30 days from the end of the first 06 months of the year and from the end of the calendar year.

3. When must a public company make extraordinary information disclosure?

Under Clause 2, Article 120 of the Securities Law 2019 (amended and supplemented by Law 56/2024/QH15, effective from 01/01/2025) on extraordinary information disclosure by public companies:

A public company must make extraordinary disclosure when any of the following events occurs:

The company’s accounts at banks or foreign bank branches are frozen at the request of a competent authority, or when a payment service provider detects signs of fraud or violations of law relating to the payment account; or the account is permitted to resume operation after being frozen in the cases prescribed at this point;
Temporary suspension of business; changes to enterprise registration contents; revocation of the Enterprise Registration Certificate; amendment, supplementation, suspension or revocation of the establishment and operation license or the operation license;
Adoption of a resolution of an extraordinary General Meeting of Shareholders as prescribed by law;
A decision to repurchase the company’s shares; the date of exercise of the right to purchase shares by holders of bonds with attached warrants, or the date of conversion of convertible bonds into shares, and decisions relating to securities offering and issuance;
A decision on enterprise reorganization or dissolution; the company’s medium-term development strategy and plan and annual business plan; establishment or dissolution of subsidiaries or affiliates, transactions causing a company to become or cease to be a subsidiary or affiliate; establishment or closure of branches and representative offices;
A decision to change the accounting period or applied accounting policies; results of retrospective adjustments of financial statements; an audit opinion other than an unqualified opinion on the financial statements; selection or change of the audit firm;
Changes to or new appointment of insiders;
A decision to purchase or sell assets or conduct transactions valued at more than 15% of the company’s total assets based on the most recent audited annual financial statements or the most recent reviewed semi-annual financial statements;
A decision penalizing violations of tax law, or a legally effective court judgment or decision relating to the company’s operations; a court notice accepting a request to open enterprise bankruptcy proceedings;
A decision to initiate criminal proceedings against the company or its insiders;
Approval or cancellation of listing on a foreign stock exchange;
Other events as prescribed by the Minister of Finance.

Notes on applying current legal provisions

This article belongs to the Enterprise Knowledge & M&A 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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