1. What is a public company?

A public company is a joint stock company in 1 of the following 2 cases:

• The company has 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;
• The company has successfully conducted an initial public offering of shares through registration with the State Securities Commission under the provisions of Clause 1, Article 16 of the Law on Securities 2019.

2. Dossier of registration of a public company  

• Public company registration certificate;
• The company’s charter;
• Certificate of business registration;
• A public company disclosure that includes a summary of its organizational model, business operations, management structure, shareholder structure, assets, financial position and other information;
• The most recent financial statements of a joint-stock company are audited by an independent auditing organization. In case the company increases its charter capital after the end of the latest accounting period, the company must supplement the audited latest financial statements;
• List of shareholders.

−    Within 90 days from the date the company completes the capital contribution and has a shareholder structure that meets the conditions of the public company, the company shall submit a dossier to the State Securities Commission.

−    Within 15 days from the date of receipt of a complete and valid public company registration dossier of a joint-stock company, the State Securities Commission shall confirm the completion of the registration of a public company, and at the same time announce the name, business contents and other information related to the public company on the means of disclosure news of the State Securities Commission.

3. Public Company obligations and obligations

Pursuant to Article 34 of the Law on Securities 2019 stipulates the rights and obligations as follows:

“1. After the State Securities Commission confirms the completion of the registration of a public company, the public company has the following rights and obligations:

1. a) Disclosure of information in accordance with this Law;
2. b) Comply with regulations on corporate governance in accordance with this Law;
3. c) Register shares centrally at the Vietnam Securities Depository and Clearing Corporation in accordance with Article 61 of this Law;
4. d) A public company specified at Point a, Clause 1, Article 32 of this Law must register for stock trading on the trading system for unlisted securities within 30 days from the date the State Securities Commission certifies the completion of the registration of a public company. After 02 years from the date of the first transaction on the trading system for unlisted securities, a public company has the right to submit a listing registration application when satisfying the conditions for listing securities;
5. dd) A public company specified at Point b, Clause 1, Article 32 of this Law must list shares or register for trading on the securities trading system within 30 days from the date of completion of the public offering.
6. In addition to the rights and obligations specified in Clause 1 of this Article, a public company has rights and obligations as prescribed by the Enterprise Law and other relevant laws.”

4. What is a public securities investment company?

−    Public securities investment company can understand a securities investment fund organized under the type of joint stock company for securities investment. After being granted an establishment and operation license by the State Securities Commission, a public securities investment company shall register its enterprise in accordance with the Law on Enterprises.

−    Conditions for being granted an establishment and operation license include:

• Have a minimum capital of VND 50 billion;
• The general director (director) and employees working in the professional department have securities practice certificates in case the securities investment company manages its own investment capital.

5. Operation and establishment license of a public securities investment company

5.1. Dossier of establishment and operation license

−    Certificate of establishment and operation registration according to Form No. 92 Appendix issued together with Decree 155/2020/ND-CP.

−    Report on the results of the offering according to Form No. 102 of the Appendix promulgated together with this Decree, enclosed with a written confirmation of the supervising bank on the proceeds of the offering and the number of shares sold.

−    List of shareholders according to Form No. 105 Appendix promulgated together with this Decree.

−    Minutes summarizing shareholders’ opinions on the appointment of members of the Board of Directors and other opinions enclosed with personal information, criminal records of members of the Board of Directors (if any).

5.2. Conditions for being granted an establishment and operation license

Pursuant to the provisions of Article 259 of Decree 155/2020/ND-CP:

• Capital conditions: The actual charter capital contributed is at least VND 50 billion. A public securities investment company must entrust capital to a securities investment fund management company. All assets of a public securities investment company must be deposited at a supervising bank.
• Head office conditions: having a working office for securities investment activities. A public securities investment company, a securities investment company that entrusts capital to a securities investment fund management company may use the headquarters of a securities investment fund management company as its head office.
• Personnel conditions: Public securities investment companies are not allowed to recruit personnel and have a General Director (Director), Deputy General Director (Deputy Director) who is the fund operator appointed by the securities investment fund management company.
• Shareholder conditions: A public securities investment company has at least 100 shareholders who are not professional securities investors.
• At least 2/3 of the members of the Board of Directors of a public securities investment company must be independent of securities investment fund management companies or supervising banks.

During the research process, if you have any questions, please contact us through the following information:

K & ASSOCIATES LAW FIRM

Address : 4th Floor, No. 05 Nguyen Thi Nhung, Van Phuc Urban Area, Thu Duc City, HCMC.

Email : info@k-associates.vn

Phone : (+84) 338747705 (Zalo, facebook, viber, Instagram)

Hotline : (+84) 937298177