Circular No. 19/2025/TT-BTC stipulates the registration of public companies, revocation of public company status, and reports on contributed charter capital that have been audited.

 CIRCULAR

Regulations on registering public companies, revoking the status of public companies, and reporting on subscribed capital that has been audited

On the basis of Securities Law number 54/2019/QH14 dated November 26, 2019;

Pursuant to Law No. Decision number 56/2024/QH15 dated November 29, 2024 amending and supplementing certain articles of the Securities Law, Accounting Law, Independent Audit Law, State Budget Law, Management and Use of Public Assets Law, Tax Administration Law, Personal Income Tax Law, National Reserve Law, Administrative Violation Handling Law;

Decree No. 29/2025/NĐ-CP dated February 24, 2025 of the Government on the functions, tasks, powers, and organizational structure of the Ministry of Finance;

At the proposal of the Chairman of the State Securities Commission;

The Minister of Finance issues this Circular to regulate the registration of public companies, revocation of the status of public companies, and reporting on subscribed capital that has been audited.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular regulates point a Clause 7, point b Clause 11, point b Clause 12, point b Clause 15 Article 1 of Law number 56/2024/QH15 dated November 29, 2024 amending and supplementing certain articles of the Securities Law, Accounting Law, Independent Audit Law, State Budget Law, Management and Use of Public Assets Law, Tax Administration Law, Personal Income Tax Law, National Reserve Law, Administrative Violation Handling Law (hereinafter referred to as Law number 56/2024/QH15), Clause 2 Article 33 of the Securities Law number 54/2019/QH14 dated November 26, 2019.

Article 2. Applicability

1. Organizations and individuals participating in the process of preparing and confirming the registration dossier for public companies, revoking the status of public companies, and preparing and auditing reports on subscribed capital.

2. Vietnam Stock Exchange, Ho Chi Minh City Stock Exchange, Hanoi Stock Exchange, Vietnam Securities Depository and Central Counterparty Corporation.

3. Other relevant agencies, organizations, and individuals.

Article 3. General Provisions

1. The registration dossier for public companies, the dossier and documents for reporting the revocation of the status of public companies as stipulated in this Circular shall be submitted and returned directly, sent through postal service, or transmitted via the online public service system according to the guidance documents of the Ministry of Finance.

2. The registration dossier for public companies, the dossier and documents for reporting the revocation of the status of public companies must be prepared in writing in one original copy in Vietnamese. In cases where the documents in the dossier and report are copies, they must be copies from the original book or certified. The dossiers and documents must ensure clear, accurate, truthful information without causing misunderstanding and contain all important contents affecting the decision of state management agencies.

Documents prepared in a foreign language must be accompanied by a certified translation into Vietnamese by an authorized agency. Documents issued or confirmed by an authorized agency of a foreign country must be legalized within six months from the date the agency receiving the dossier and report receives the document.

3. Organizations and individuals participating in the preparation of the registration dossier for public companies, the dossier and documents for reporting the revocation of the status of public companies, and the report on subscribed capital at the time of the initial public offering of shares shall bear legal responsibility for the legality, accuracy, truthfulness, and completeness of the dossier. Individuals and organizations involved in confirming the dossier and documents shall bear legal responsibility within the scope related to such dossier.

4. The State Securities Commission confirms the completion of the registration of public companies and announces the revocation of the status of public companies based on the provided dossier and report documents; it does not bear responsibility for violations committed by organizations and individuals before and after submitting a valid dossier. A valid dossier is one that contains all required documents with complete information declared in accordance with the law and the provisions of this Circular.

Chapter II
REPORT ON SUBSCRIBED CAPITAL THAT HAS BEEN AUDITED

Article 4. Report on contributed registered capital shall be audited

The report on contributed registered capital that has been audited shall be used in the registration dossier for the initial public offering of shares and the registration dossier for a public company as follows:

1. The report on contributed registered capital shall be prepared according to the form set out in Appendix No. 01 issued together with this Circular.

The period for preparing the report on contributed registered capital shall be at least ten years from the date of the initial public offering of shares registration or the public company registration. In cases where the organization registers for the initial public offering of shares or registers as a public company has been operating for less than ten years, the period for preparing the report on contributed registered capital shall be calculated from the date of establishment. For joint-stock companies converted from state-owned enterprises that have been operating for less than ten years, the period for preparing the report on contributed registered capital shall be calculated from the date the enterprise registration certificate for the joint-stock company was first issued.

2. The audit of the report on contributed registered capital must be conducted in accordance with current laws to provide an opinion on the truthfulness and reasonableness of the capital contribution indicators of the owners.

3. The audit opinion on the report on contributed registered capital must be a fully qualified opinion. In cases where the audit opinion is a fully qualified opinion with emphasis of matter or other matter, the organization registering for the initial public offering of shares or registering as a public company must explain and obtain confirmation from an independent auditing organization.

Chapter III
REGISTRATION OF A PUBLIC COMPANY

Article 5. Procedures and formalities for registering a public company

1. Joint-stock companies specified in point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented by point a, Clause 11, Article 1 of Law No. 56/2024/QH15 must submit the registration dossier for a public company to the State Securities Commission within ninety days from the date the company completes the capital contribution and has a shareholder structure meeting the requirements stipulated in point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented by point a, Clause 11, Article 1 of Law No. 56/2024/QH15.

2. The State Securities Commission shall be responsible for confirming the completion of the registration of a public company in accordance with Clause 3, Article 32 of the Securities Law No. 54/2019/QH14.

3. In cases where the dossier needs to be modified or supplemented to ensure completeness and validity, the State Securities Commission shall send a letter to the joint-stock company registering as a public company specifying the requirements for modification or supplementation.

Within sixty days from the date the State Securities Commission requests modifications or supplements to the dossier, the company must complete the dossier according to the requirements. If the joint-stock company registering as a public company fails to complete the dossier beyond this period, the State Securities Commission will suspend the examination of the public company registration dossier. The board of directors and the legal representative of the company shall be responsible for reviewing the conditions for a public company as prescribed. If the conditions for a public company are met, the company shall submit a new public company registration dossier in accordance with the regulations; if the conditions for a public company are not met, the board of directors and the legal representative of the company must report at the nearest shareholders' meeting and bear responsibility under the law.

4. During the period when the dossier is being examined, the organization or individual submitting the dossier has the obligation to modify or supplement the dossier when discovering inaccurate information or missing information or changes in important contents required by law to be included in the dossier or when it is deemed necessary to explain issues that may cause misunderstanding.

5. The time limit for examining the dossier shall be counted from the date the State Securities Commission receives a complete and valid dossier. Any amendments or supplements must be signed by those who signed the original dossier or by persons holding the same positions as those individuals or by the legal representative of the company.

Article 6. Documents for registering a public company

1. The documents for registering a public company include:

a) A public company registration form according to the model prescribed in Appendix No. 02 issued together with this Circular;

b) The company's charter as prescribed by the Enterprise Law and a draft charter applicable to public companies as prescribed in cases where the current charter of the company does not meet the requirements for public companies;

c) Certificate of Enterprise Registration or equivalent legal documents;

d) Information announcement on the public company according to the model prescribed in Appendix No. 03 issued together with this Circular;

đ) The most recent annual financial report of the joint-stock company audited by an independent auditing organization. In cases where the company increases its registered capital after the end of the most recent accounting period, the company must supplement the most recently audited or reviewed financial report; The most recent period is calculated from the start of the next fiscal year to the completion of the change in registered capital;

e) Report on contributed registered capital audited up to the time of registering the public company as prescribed in Article 4 of this Circular;

g) List of shareholders according to the model prescribed in Appendix No. 04 issued together with this Circular; In case of changes, the company is responsible for updating and submitting to the State Securities Commission;

2. Documents for registering a public company formed through division, separation, or merger of enterprises

a) For cases where the company before division, separation, or merger was not a public company, the documents for registering a public company formed through division, separation, or merger of enterprises include the documents prescribed at points a, b, c, d, g Clause 1 of this Article and the following documents:

Report on contributed registered capital audited by an independent auditing organization of the company prior to division, separation; report on contributed registered capital audited by an independent auditing organization of the companies prior to enterprise merger; report on contributed registered capital audited by an independent auditing organization of the joint-stock company formed after division, separation, or merger of enterprises as prescribed at point e Clause 1 of this Article;

The most recent annual financial report of the joint-stock company formed after division, separation, or merger of enterprises audited by an independent auditing organization. In cases where the company has not yet had the most recent annual financial report at the time of submitting the public company registration documents due to insufficient operating time according to regulations, the most recent audited annual financial report in the public company registration documents can be replaced by the most recently audited or reviewed financial report accompanied by the most recent audited annual financial report of the companies before division, separation, or merger;

b) For cases where the company before division was a public company, the documents for registering a public company formed after division include the documents prescribed at points a, b, c, d, g Clause 1 of this Article and the following documents:

Report on contributed registered capital audited by an independent auditing organization of the joint-stock company formed after division from the division date to the date of registering the public company as prescribed in Article 4 of this Circular;

The most recent annual financial report of the joint-stock company formed after division audited by an independent auditing organization. In cases where the company has not yet had the most recent annual financial report at the time of submitting the public company registration documents due to insufficient operating time according to regulations, the most recent audited annual financial report in the public company registration documents can be replaced by the most recently audited or reviewed financial report;

c) For cases where a joint-stock company registers as a public company after issuing shares through share exchange under a business consolidation contract and has been granted a securities issuance certificate by the State Securities Commission, the documents for registering a public company include the documents prescribed at points a, b, c, d, g Clause 1 of this Article and the report on the results of issuing shares for exchange;

3. Documents for registering a public company formed after enterprise amalgamation include the documents prescribed at points a, b, c, d, g Clause 1 of this Article and the following document:

a) Report on contributed registered capital audited by an independent auditing organization of the receiving companies, the companies being amalgamated, and the joint-stock company formed after amalgamation as prescribed in Article 4 of this Circular;

b) The most recent annual financial report of the joint-stock company formed after amalgamation audited by an independent auditing organization. In cases where the joint-stock company formed after amalgamation registers the company after the end of the most recent accounting period, the joint-stock company formed after amalgamation must supplement the most recently audited or reviewed financial report and the most recent audited annual financial report of the receiving and amalgamated companies;

Chapter IV
REVOCATION OF PUBLIC COMPANY STATUS

Article 7. Cases for revoking the status of a public company

A public company loses its status as a public company when it falls under one of the circumstances prescribed in Clause 1, Article 38 of the Securities Law No. 54/2019/QH14 amended and supplemented in Clause 15, Article 1 of Law No. 56/2024/QH15.

Article 8. Revocation of public company status for companies that no longer meet the conditions of a public company

1. Procedure and formalities for revoking public company status

a) Within fifteen days from the date of no longer meeting one of the conditions specified in point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, Clause 11, Article 1 of Law No. 56/2024/QH15, the public company shall be responsible for sending the State Securities Commission a notification letter accompanied by a shareholder list provided by the Vietnam Securities Depository Corporation or self-prepared by the public company that has not registered its shares with the Vietnam Securities Depository Corporation, or the most recent audited annual financial report. The company must comply fully with all regulations related to public companies until the State Securities Commission announces the revocation of public company status according to Clause 3, Article 38 of the Securities Law No. 54/2019/QH14.

The public company shall be responsible for disclosing information about not meeting one of the conditions specified in point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, Clause 11, Article 1 of Law No. 56/2024/QH15 in accordance with the extraordinary disclosure provisions at point r, Clause 1, Article 11 of Circular No. 96/2020/TT-BTC dated November 16, 2020 issued by the Minister of Finance guiding the disclosure of information on the securities market or any subsequent amendments or replacements thereof.

b) After one year from the date of no longer meeting one of the conditions specified in point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, Clause 11, Article 1 of Law No. 56/2024/QH15, if the company still does not meet the conditions of a public company, the public company shall submit the application for revocation of public company status in accordance with Clause 2 of this Article to the State Securities Commission.

c) In cases where the application requires modifications or supplements to ensure completeness and validity, the State Securities Commission shall send a notice to the public company specifying the required modifications or supplements.

Within fifteen days from the date of receiving a complete and valid application, the State Securities Commission shall consider the revocation of public company status and notify the company of the revocation, while simultaneously publishing the information on the State Securities Commission's disclosure media.

Within seven days from the date of receiving the State Securities Commission's notification regarding the revocation of public company status, the company shall be responsible for announcing the revocation of public company status on the company's electronic information website, the State Securities Commission's disclosure media, and the Stock Exchange where the company's shares are listed or traded, and shall carry out the procedures for delisting and deregistration in accordance with the law.

2. The application for revocation of public company status shall include the documents prescribed in Article 39 of the Securities Law No. 54/2019/QH14 amended and supplemented at Clause 16, Article 1 of Law No. 56/2024/QH15.

3. In cases where the public company fails to submit the application and reporting documents to the State Securities Commission as stipulated in Clause 1 of this Article, the State Securities Commission shall base its decision to revoke public company status on the shareholder list provided by the Vietnam Securities Depository Corporation or the most recently audited annual financial report of the company, specifically as follows:

a) Upon receipt of the shareholder list from the Vietnam Securities Depository Corporation indicating that the company no longer meets the shareholder condition specified in point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, Clause 11, Article 1 of Law No. 56/2024/QH15, the State Securities Commission shall notify the public company of its failure to meet the conditions of a public company as prescribed.

One year after the date when the company no longer meets the shareholder condition specified in point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, Clause 11, Article 1 of Law No. 56/2024/QH15, if the company still does not meet the conditions of a public company based on the shareholder list provided by the Vietnam Securities Depository Corporation, within fifteen days, the State Securities Commission shall consider the revocation of public company status, notify the company and the Stock Exchange where the securities are listed or traded, and publish the information on the State Securities Commission's disclosure media.

b) Based on the most recently audited annual financial report of the public company, in cases where the company no longer meets the capital condition specified in point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, Clause 11, Article 1 of Law No. 56/2024/QH15, the State Securities Commission shall notify the public company of its failure to meet the conditions of a public company as prescribed.

One year after the date when the company no longer meets the capital condition specified in point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, Clause 11, Article 1 of Law No. 56/2024/QH15, based on the most recently audited annual financial report of the company, if the company still does not meet the capital conditions of a public company, within fifteen days, the State Securities Commission shall consider the revocation of public company status, notify the company and the Stock Exchange where the securities are listed or traded, and publish the information on the State Securities Commission's disclosure media.

Article 9. Revocation of public company status in cases where conditions for being a public company are not met due to restructuring, dissolution, or bankruptcy of the enterprise.

1. Revocation of public company status in cases where conditions for being a public company are not met following a spin-off or merger of enterprises.

a) A public company that does not meet the conditions for being a public company following a spin-off or merger of enterprises shall have its public company status revoked according to the provisions at point a, Clause 1, and Clause 2, Article 38 of the Securities Law No. 54/2019/QH14 amended and supplemented at Clause 15, Article 1 of Law No. 56/2024/QH15.

The procedures, formalities, and documents for revoking public company status in cases where conditions for being a public company are not met following a spin-off or merger of enterprises shall be carried out in accordance with the provisions at Clause 1, and Clause 2, Article 8 of this Circular.

b) In cases where the General Shareholders' Meeting of a public company following a spin-off or merger of enterprises decides to revoke public company status, it shall be implemented according to the provisions at points a and b, Clause 2, Article 13 of this Circular.

2. Revocation of public company status in cases where conditions for being a public company are not met following a split-up, merger, or absorption of enterprises.

a) Public companies must report and disclose information about their split-up, merger, or absorption of enterprises in accordance with the laws on disclosure of information on the securities market.

b) Procedures for revoking public company status:

Within fifteen days from the date when the legal status of the company is updated on the National Portal for Enterprise Registration or upon receipt of notification from the competent authority, the State Securities Commission will consider revoking the public company status, notify the company, and simultaneously publish the information on the State Securities Commission's information dissemination means.

3. Revocation of public company status in cases where conditions for being a public company are not met due to conversion of the business form from a joint-stock company to a limited liability company.

a) Public companies implementing a business form conversion must comply with the reporting and information disclosure requirements under the laws on information disclosure in the securities market.

Within seven days from the date of receiving the business registration certificate, the limited liability company converted from a joint-stock public company must submit a notification along with the business registration certificate to the State Securities Commission.

b) Within fifteen days from the date of receiving the report from the limited liability company converted from a joint-stock public company as stipulated at point a, Clause 3 of this Article, the State Securities Commission will consider the revocation of public company status, notify the company, and simultaneously publish the information on the State Securities Commission's information dissemination means.

4. Revocation of public company status in cases where the public company is dissolved, declared bankrupt, or has its business registration certificate revoked.

Within fifteen days from the date of receiving information on the National Portal for Enterprise Registration regarding one of the legal statuses of the enterprise including "business registration certificate revoked due to tax enforcement", "in the process of dissolution", "in the process of bankruptcy", "dissolved, bankrupt, ceased to exist", or upon receipt of the Decision or document from the competent state agency notifying the dissolution, bankruptcy, or revocation of the business registration certificate of the public company, the State Securities Commission will announce the revocation of public company status and simultaneously publish the information on the State Securities Commission's electronic information website.

Article 10. Revocation of public company status in cases where a public company fails to disclose financial statements audited for two consecutive years.

Thirty days after the deadline for disclosing audited annual financial statements as prescribed in Circular No. 96/2020/TT-BTC dated November 16, 2020, issued by the Minister of Finance on information disclosure on the securities market or any subsequent replacement, amendment, or supplement thereof, if a public company fails to disclose such financial statements for two consecutive years, the State Securities Commission shall notify the revocation of its public company status, inform the company and the Stock Exchange where its shares are listed or traded, and simultaneously publish this information through the State Securities Commission's information dissemination channels.

organize the Annual General Meeting of Shareholders in accordance with the Law on Enterprises, and if the public company fails to disclose information for two consecutive years on the resolutions of the Annual General Meeting of Shareholders, within fifteen days,

Thirty days after the deadline for convening the annual general meeting of shareholders as stipulated by the Enterprise Law, if a public company fails to disclose information about the resolutions of the annual general meeting of shareholders for two consecutive years, the State Securities Commission shall notify the revocation of its public company status, inform the company and the Stock Exchange where its securities are listed or traded, and simultaneously publish this information through the State Securities Commission's information dissemination channels.

Article 12. Revocation of public company status in cases where a public company fails to register its shares with the Vietnam Securities Depository and Central Depository Corporation, or does not list or register its shares for trading on the securities trading system.

Within one year from the date the State Securities Commission confirms the completion of the registration of a public company or from the end of the public offering period, if a public company fails to register its shares with the Vietnam Securities Depository and Central Depository Corporation or does not list or register its shares for trading on the Stock Exchange, it will be revoked of its public company status, specifically as follows:

1. The Vietnam Securities Depository and Central Depository Corporation and the Vietnam Stock Exchange shall report to the State Securities Commission on cases where public companies fail to register their shares or list or register them for trading within one year from the date the State Securities Commission confirms the completion of the registration of a public company or from the end of the public offering period.

2. Fifteen days after receiving reports from the Vietnam Securities Depository and Central Depository Corporation or the Vietnam Stock Exchange, the State Securities Commission shall review the revocation of public company status, notify the company, the Vietnam Securities Depository and Central Depository Corporation, and the Stock Exchange, and simultaneously publish this information through the State Securities Commission's information dissemination channels.

Article 13. Revocation of public company status for public companies whose shares were listed or registered for trading before January 1, 2021.

1. Public companies whose shares were listed or registered for trading before January 1, 2021, which still meet the conditions stipulated in the Securities Law No. 70/2006/QH11, amended and supplemented by Law No. 62/2010/QH12 and detailed implementing regulations, but fail to meet the provisions of point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14, as amended and supplemented by point a, Clause 11, Article 1 of Law No. 56/2024/QH15, by January 1, 2026, shall be revoked of their public company status according to point a, Clause 1, and Clause 2, Article 38 of the Securities Law No. 54/2019/QH14, as amended and supplemented by Clause 15, Article 1 of Law No. 56/2024/QH15. The procedures and formalities for revoking public company status shall be carried out in accordance with Clause 1 and Clause 2, Article 8 of this Circular.

2. In cases where public companies whose shares were listed or registered for trading before January 1, 2021, still meet the conditions stipulated in the Securities Law No. 70/2006/QH11, amended and supplemented by Law No. 62/2010/QH12 and detailed implementing regulations, but fail to meet the provisions of point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14, as amended and supplemented by point a, Clause 11, Article 1 of Law No. 56/2024/QH15, and the General Meeting of Shareholders decides to revoke the public company status before January 1, 2026, the revocation of public company status shall be carried out as follows:

a) The public company shall submit the application for revocation of public company status to the State Securities Commission in accordance with Clause 2, Article 8 of this Circular, along with the resolution of the General Meeting of Shareholders regarding the revocation of public company status.

b) Within fifteen days from the date of receipt of complete and valid documents for the revocation of public company status, the State Securities Commission shall carry out the revocation of public company status, notify the company and the Stock Exchange where its securities are listed or traded, and simultaneously publish this information through the State Securities Commission's information dissemination channels.

Chapter V
IMPLEMENTATION

Article 14. Effective Date

1. This Circular shall take effect from the date of issuance.

2. Repeal Clause 4, Article 1, Article 6, Article 7, and Article 8 of Circular No. 118/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance, guiding certain contents related to public offerings, issuance of securities, tender offers, repurchase of shares, registration of public companies, and revocation of public company status.

3. The State Securities Commission, the Vietnam Stock Exchange, the Ho Chi Minh City Stock Exchange, the Hanoi Stock Exchange, the Vietnam Securities Depository and Central Depository Corporation, public companies, companies registering as public companies, organizations organizing initial public offerings, and other relevant organizations and individuals are responsible for implementing this Circular.

 

 

APPENDIX NUMBER I

MODEL REPORT ON CONTRIBUTED CHARTER CAPITAL
(Attached to Circular No. 19/2025/TT-BTC dated May 5, 2025, issued by the Minister of Finance)

 

REPORT ON CONTRIBUTED CHARTER CAPITAL

From……month……year to……month……year……

Note:

- (2): The company presents the increase or decrease in capital in chronological order. The date displayed in this column is the date of issuance of the Enterprise Registration Certificate for each change in capital.

- (5): In cases where at the time of initial contribution to establish the company or increase/decrease in capital, the company does not operate under a joint-stock company model, this column shall not be entered.

- (8): Equal to Contributed Capital (par value) plus Surplus Share Capital.

- Decrease in capital is recorded as a negative number in parentheses: (...).

 

 

EXPLANATION OF REPORT ON CONTRIBUTED CHARTER CAPITAL

From the day ... month ... year ... to the day ... month ... year ...

1. General Information

a) Form of capital ownership

Joint Stock Company ... (referred to as "Company") is a joint-stock company established and operating according to Enterprise Registration Certificate number ... issued on ... day ... month ... year ....

During its operation, the Company has been granted ... times an adjusted Enterprise Registration Certificate by the Business Registration Authority. The most recent adjustment was the ... time, issued on ... / ... / ....

b) Main business activities [list main business activities on the report preparation date]

c) Structure of the Company [on the report preparation date]

d) Other information (if any)

2. Purpose of preparing the report

3. Accounting standards and accounting system applied

Accounting system applied

The Company applies the enterprise accounting system issued by the Ministry of Finance [The Company reports according to the accounting system it applies, for example: The Company applies the enterprise accounting system issued pursuant to Circular No. 200/2014/TT-BTC dated December 22, 2014 of the Minister of Finance and Circular No. 53/2016/TT-BTC dated March 21, 2016 amending and supplementing certain articles of Circular No. 200/2014/TT-BTC].

Declaration on compliance with Accounting Standards and Accounting System

The Company applies accounting standards and accounting systems that enterprises are required to apply under the provisions of the law and guiding documents for accounting standards and accounting systems. The report on contributed charter capital is prepared and presented in accordance with relevant provisions of accounting standards, circulars guiding the implementation of accounting standards and accounting systems currently in force, and legal provisions related to the preparation of reports on contributed charter capital, including Circular No. [Circular number].

4. Applied accounting policies

5. Recording and presenting shareholders' contributions

- The situation of initial contributions to establish the company, increases/decreases in contributed charter capital is recorded in accordance with accounting standards, accounting systems, applied accounting policies, other relevant legal documents, and capital contribution, increase/decrease in contributed charter capital documents of the Company.

- The Board of Directors/General Director of the Company is responsible for recording and presenting the contributed charter capital of shareholders in the Report on Contributed Charter Capital for the period from ... / ... / ... to ... / ... / ..., and is also responsible for the completeness, accuracy, truthfulness, and reasonableness of the information and figures presented in the Report on Contributed Charter Capital, including: Beginning balance of the reporting period/Initial contribution, figures related to the process of increasing/decreasing contributed charter capital, end-of-period balance of the reporting period, and Explanation of the Report on Contributed Charter Capital for the period from ... / ... / ... to ... / ... / ...

6. Additional information for items presented in the Report on Contributed Charter Capital

6.1. Beginning balance of the reporting period/Initial contribution

a. For enterprises with less than 10 years of operation: The figures presented are the owner's contribution when establishing the enterprise.

Initial contribution on ... / ... / ...

Validity Period of Each Permit

Minutes/Resolution ... of contributing members/founding shareholders related to initial contribution;

First-time Enterprise Registration Certificate number ... issued on ... / ... / ... by the Business Registration Authority ..., wherein the registered charter capital stated in the Enterprise Registration Certificate is ...;

The Company Charter on the date of...month...year..., wherein the registered capital is recorded in the Charter as...

The Register of Members/Founding Shareholders of the Company was established on the date of.../.../..., including...members/contributing shareholders.

Other relevant legal documents (specify in detail if applicable).

Details of contributions:

Number of contributing members/founding shareholders:...members/shareholders

Date of commencement of contribution:...

Date of completion of contribution:...

Contribution information: Detailed at Appendix I.1 attached to the Report.

b. For enterprises with more than 10 years of operation, the opening balance of the Report on contributed registered capital is the opening balance of the owner's contribution index at the beginning of the reporting period, with a minimum reporting period of 10 years.

Example: The fiscal year of the Company starts from January 1, 2025; The current date is March 15, 2025, the opening balance of the Report on contributed registered capital is the balance of the owner's contribution at the date of January 1, 2013 in the case where the enterprise reports on contributed registered capital for a period of 12 years.

Opening balance of the report on the date of.../.../....

Basis for recording the opening balance

Documents related to the most recent increase/decrease in capital before the opening date of the Report on contributed registered capital include:

Minutes/Resolution...of the contributing members/shareholders (if any);

Certificate of Enterprise Registration number...issued on.../.../...by the Business Registration Authority..., wherein the registered capital is recorded in the Certificate of Enterprise Registration as...

The Company Charter on the date of...month...year..., wherein the registered capital is recorded in the Charter as...

The Register of Members/Shareholders of the Company was established on the date of.../.../..., including...members/shareholders;

Annual Financial Report of the Company;

Other relevant legal documents (specify in detail if applicable);

Details of contributions on the date of.../.../…..: Details at Appendix I.2 attached to the Report.

6.2. Increase/Decrease in Capital during the Reporting Period

From.../.../...to.../.../..., the Company had...rounds of increased registered capital and...rounds of decreased registered capital. Details as follows [The Company presents each round of increase/decrease in capital in chronological order]:

6.2.1. Increase/Decrease in Capital Round...at time...

a. Legal basis

Minutes/Resolution...related to increase/decrease in capital;

Certificate of Enterprise Registration number...issued on.../.../...by the Business Registration Authority..., wherein the registered capital is recorded as...

The Company Charter on the date of...month...year..., wherein the registered capital is recorded in the Charter as...

The Register of Members/Shareholders of the Company was established on the date of.../.../..., including...members/shareholders contributing capital.

b. Details of Increase/Decrease in Capital

Registered capital before increase/decrease:...VND

Additional registered capital increased/decreased:...VND

Registered capital after increase/decrease:...VND

Plan for increase/decrease and adjustment (if any)

Number of members/shareholders before increase/decrease:...members/shareholders

Number of members/shareholders after increase/decrease:...members/shareholders

Start date of increase/decrease:...

Completion date of increase/decrease:...

Information related to increase in capital: Detailed at Appendix I.3 attached to the Report.

Detailed information related to decrease in capital:...

[The Company supplements information related to the decrease in capital based on the company's decrease in capital file]

Other information (if any): [The Company supplements information related to the increase/decrease in capital based on the company's increase/decrease in capital files, accounting books, and other relevant documents].

6.3. Closing Balance of the Report

Contributed registered capital on the date of.../.../...is...VND, detailed at Appendix I.2 attached to the Report.

7. Events occurring after the end of the reporting period [date.../.../...].

8. Additional information (if any).

 

 

 

Appendix I.1

DETAILS OF CONTRIBUTED CAPITAL AT EXPLANATION NUMBER...IN THE REPORT ON CONTRIBUTED REGISTERED CAPITAL

 

(4) In cases where the Company does not operate under a joint-stock company model at the time of contribution, this column is not required.

(7) Method of contribution: Contribution by cash; contribution by assets or other methods of contribution (specify in detail if applicable).

(8) Contributed assets: Detailed description including type, quantity, and value of each type of contributed asset by each member/shareholder.

(9) Contribution documents: List in detail all relevant documents: examples: Receipt number...on.../.../..., amount:..., Bank statement/Certificate of deposit/Sub-account...on.../.../.... Asset contribution receipt/transmission record on.../.../..., asset valuation document..., ownership rights document for assets that require registration of ownership rights, or other relevant documents related to contribution (if any).

 

 

Appendix I.2

DETAILS OF OWNER'S CONTRIBUTED CAPITAL ON THE DATE OF.../.../...AT EXPLANATION NUMBER...IN THE REPORT ON CONTRIBUTED REGISTERED CAPITAL

 

(3) In cases where the Company does not operate under a joint-stock company model, this column is not required.

 

 

Appendix I.3

DETAILS OF INCREASED CAPITAL ROUND...AT EXPLANATION NUMBER...IN THE REPORT ON CONTRIBUTED REGISTERED CAPITAL

 

(4) Related parties: Describe according to current laws.

(5) In cases where the Company does not operate under a joint-stock company model, this column is not required.

(8) Method of contribution: Contribution by cash; contribution by assets or other methods of contribution (specify in detail if applicable).

(9) Contributed assets: Detailed description including type, quantity, and value of each type of contributed asset by each member/shareholder.

(10) Contribution documents: List in detail all relevant documents: examples: Receipt number...on.../.../..., amount:..., Bank statement/Certificate of deposit/Sub-account...on.../.../.... Asset contribution receipt/transmission record on.../.../..., asset valuation document..., ownership rights document for assets that require registration of ownership rights, or other relevant documents related to contribution (if any).

 

APPENDIX II

SAMPLE COMPANY REGISTRATION FORM
(Attached to Circular No. 19/2025/TT-BTC dated May 5, 2025, issued by the Minister of Finance)

 

COMPANY REGISTRATION FORM

To: State Securities Commission

I. General Information about the Company

1. Company Name:...

3. Legal representative's name: …

3. Telephone:...Website:...

5. Legal Representative:...

6. Certificate of Enterprise Registration number...issued by the Business Registration Authority...for the first time on..., amended for the...time on... (specify the latest amendment information).

- Main business sector:...

- Main products/services:...

7. License for establishment and operation (if required by specialized laws):... (specialized): …

8. The date when the Company meets the provisions set out in point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, Clause 11, Article 1 of Law No. 56/2024/QH15: ...

- Registered capital on the date when the Company meets the provisions set out in point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, Clause 11, Article 1 of Law No. 56/2024/QH15: ....

- Shareholders' equity on the date when the Company meets the provisions set out in point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, Clause 11, Article 1 of Law No. 56/2024/QH15: ...

- Information on the shareholder structure on the date when the Company determines it meets the provisions set out in point a, Clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, Clause 11, Article 1 of Law No. 56/2024/QH15:

+ Total number of shareholders of the Company: ...

+ Number of shareholders who are not major shareholders: ...

+ Total number of shares with voting rights held by all shareholders who are not major shareholders: ... (corresponding to a ratio of ...%).

II. Related Parties

1. Consulting Organization (if any): ...

2. Auditing Organization: ...

3. Other Related Parties (if any): ...

III. Commitments of the Company

The Company hereby commits that the information in this registration file is complete and true, not false or incomplete information that may affect investors or influence decisions of state management agencies. The Company shall be responsible under the law for the legality, accuracy, truthfulness, and completeness of the registration documents for public companies.

III. Attached Documents

1. The Company's Charter and draft Charter applicable to public companies as required in cases where the current Charter of the company does not meet the requirements for public companies;

2. Business Registration Certificate or equivalent legal documents;

3. Announcement of information about public companies;

4. Financial statements;

5. Report on registered capital verified by audit;

6. List of shareholders;

7. Other documents (...)

 

 

ANNEX III

MODEL OF INFORMATION ANNOUNCEMENT ABOUT PUBLIC COMPANIES
(Attached to Circular No. 19/2025/TT-BTC dated May 5, 2025, issued by the Minister of Finance)

INFORMATION ANNOUNCEMENT ABOUT PUBLIC COMPANIES

Name of the company: ………

Business Registration Certificate [business registration code]... issued initially by the Business Registration Authority... on ..., amended for the ... time on ... (specify the most recent amendment)

Main Office Address:...

Telephone: …Fax: …

Website: ...

Person responsible for information announcement:

Full Name: …

Position: ...

Telephone: …Fax: …

 

I. SITUATION AND CHARACTERISTICS OF THE PUBLIC COMPANY

1. General Information about the Company

- Name of the Company (in English and Vietnamese);

- Head office;

- Telephone number; Website;

- Business Registration Certificate;

- Legal representative;

- Main business activities.

2. Formation and Development Process of the Company

- Summary of the formation and development process of the Company (including information on division, merger, acquisition, and changes in the operational model of the Company if any).

- The date when the Company meets the provisions set out in point a, Clause 1, Article 32 of the Securities Law amended and supplemented at point a, Clause 11, Article 1 of Law No. 56/2024/QH15: ...

- Information on registered capital and shareholder structure on the date when the Company meets the provisions set out in point a, Clause 1, Article 32 of the Securities Law amended and supplemented at point a, Clause 11, Article 1 of Law No. 56/2024/QH15:

+ Registered capital:

+ Shareholders' equity:

+ Number of shareholders:

+ Shareholder structure: ... non-major shareholders holding a certain number of shares with voting rights, ownership ratio over the registered capital.

- Information on registered capital and shareholder structure up to the latest submission date for public company registration (if there have been any changes):

+ Registered capital:

+ Shareholders' equity:

+ Number of shareholders:

+ Shareholder structure: ... non-major shareholders holding a certain number of shares with voting rights, ownership ratio over the registered capital.

3. Organizational Structure of the Company (and organizational structure of the group (if any) including: parent companies, companies holding controlling or significant shareholding interests in public companies; subsidiaries, companies in which public companies hold controlling or significant shareholding interests (specify the number of shares owned, ownership ratio over the registered capital)

4. Management Structure of the Company (represented by an attached diagram with explanations)

5. Introduction to the process of capital contribution and changes in registered capital of the Company

From its establishment to now, the Company has had the following process of capital contribution and changes in registered capital:

Note:

(1) The Company provides detailed information about the process of capital contribution and changes in registered capital from the time of establishment to the time of registering as a public company.

(2) The Company provides detailed information about the legal basis corresponding to each round of capital contribution for establishment, increases/decreases in capital (Minutes of Meeting, Resolutions, Business Registration Certificate)

6. Shareholder Structure at the Latest Date

- List of shareholders holding 5% or more of the company's share capital (name, address, number of shares, ownership ratio);

- List of founding shareholders and their shareholding ratios (in case the company has founding shareholders during the restricted transfer period).

7. Business Activities

8. Report on Production and Business Results in the most recent year and quarter - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).

9. Position of the Company in the Industry

- The position of the Company compared to other enterprises in the same industry;

- Prospects for industry development.

10. Labor Policy

- Number of employees in the company;

- Training, salary, bonus policies...

11. Dividend Policy (describe related policies regarding dividend payments, dividend ratio in the most recent year)

12. Financial Situation in the Most Recent Year and Quarter (if applicable):

12.1. For Companies that are not Credit Institutions

- Debt situation;

+ Accounts receivable (short-term, long-term); in case of overdue accounts receivable, specify the debtor, value, overdue period, cause, assessment of recoverability;

+ Accounts payable (short-term, long-term), payment status of debts; in case of overdue debts, specify the creditor, value, overdue period, cause, assessment of debt repayment ability;

- Statutory payments and compliance with legal regulations;

- Establishment of reserves;

- State events that may affect the financial situation of the Company from the end of the most recent fiscal year. In cases where there are no such events, the Company shall clearly state this.

Main financial indicators

12.2. For credit organizations

- Debt situation (total receivables, total payables);

- Establishment of reserves;

- Statutory payments and compliance with legal regulations;

- State events that may affect the financial situation of the Company from the end of the most recent fiscal year. In cases where there are no such events, the Company shall clearly state this.

Main financial indicators

13. Fixed assets (name, original cost, remaining value of each major asset owned by the company)

14. Projects of the Company (project information, progress...)

15. Profit plan and dividend distribution

- State the basis for achieving the aforementioned profit plan and dividend distribution.

16. Information on unfulfilled commitments of the company (information on outstanding bonds, guarantee commitments, loan commitments, lending commitments...)

17. Business development strategy and direction

18. Related information and disputes/litigation involving the company - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).

II. COMPANY GOVERNANCE

1. Composition, membership, and activities of the Board of Directors (introduce the structure of the Board of Directors including a list and brief resumes of Board members, specify independent directors, non-executive directors, executive directors, and the structure of any sub-committees of the Board of Directors (if applicable))

2. Supervisory Board (in cases where a Supervisory Board model is applied)

3. Audit Committee under the Board of Directors (in cases where a Supervisory Board model is not applied)

4. General Director (Director) and other managers

5. Plan to strengthen corporate governance

6. List of insiders and related parties of insiders

7. Statistics of transactions between the company and related parties as prescribed (transactions related occurring in the year and the most recent period)

III. PERSONS PRIMARILY RESPONSIBLE FOR THE CONTENT OF THE PUBLIC COMPANY INFORMATION DISCLOSURE STATEMENT AND THE COMPANY'S COMMITMENTS

1. Persons primarily responsible for the content of the Public Company Information Disclosure Statement...

2. The company's commitments

- The company commits and takes responsibility for the truthfulness, completeness, and accuracy of the information in the Public Company Information Disclosure Statement and accompanying documents (if any).

- After confirmation of the completion of public company registration, the company complies with rights and obligations as stipulated by the Securities Law.

IV. DATE, SIGNATURE, AND SEAL OF THE LEGAL REPRESENTATIVE OF THE REGISTERED PUBLIC COMPANY (CHAIRMAN OF THE BOARD OF DIRECTORS, GENERAL DIRECTOR OR DIRECTOR, FINANCIAL DIRECTOR OR HEAD OF ACCOUNTING) AND CONSULTING ORGANIZATION (if applicable).

 

ANNEX IV

SAMPLE SHAREHOLDER LIST
(Attached to Circular No. 19/2025/TT-BTC dated May 5, 2025, issued by the Minister of Finance)

 

SHAREHOLDER LIST AS OF .../.../.....

(*) Legal documents: are identification cards or equivalent documents for individual shareholders; are business registration certificates or establishment decisions or equivalent documents for organizational shareholders.