Circular No. 80/2026/TT-BTC amends and supplements certain provisions of Circular No. 19/2025/TT-BTC dated May 5, 2025, issued by the Minister of Finance on the registration of public companies, revocation of public company status, and reports on subscribed capital that has been audited.

CIRCULAR

Amending and supplementing certain Articles of Circular No. 19/2025/TT-BTC dated May 5, 2025, issued by the Minister of Finance, on the registration of public companies, revocation of public company status, and reports on contributed charter capital that have been audited.

Pursuant to the Securities Law No. 54/2019/QH14 amended and supplemented by Law No. 56/2024/QH15;

Pursuant to the Law on State Capital Management and Investment at Enterprises No. 68/2025/QH15;

Pursuant to Government Decree No. 29/2025/NĐ-CP on the functions, tasks, powers, and organizational structure of the Ministry of Finance, amended and supplemented by Government Decree No. 166/2025/NĐ-CP;

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

The Minister of Finance issues this Circular to amend and supplement certain provisions of Circular No. 23/2021/TT-BTC dated March 30, 2021, issued by the Minister of Finance guiding the printing, issuance, management, and use of electronic stamps for alcohol and tobacco productsAmending and supplementing certain Articles of Circular No. 19/2025/TT-BTC dated May 5, 2025, issued by the Minister of Finance, on the registration of public companies, revocation of public company status, and reports on contributed charter capital that have been audited.

Article 1. Amending and supplementing certain Clauses of Article 3

2. Amending and supplementing Article 7 as follows:

"1. The registration dossier for public companies, dossiers, and documents for reporting the revocation of public company status prescribed 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. When using electronic identity accounts to process the registration dossier for public companies, dossiers, and documents for reporting the revocation of public company status, information on electronic identities, integrated information on electronic identification cards, and electronic identity accounts shall have equivalent evidentiary value to providing such information or using, presenting documents containing such information in administrative procedures."

2. Supplementing Clause 5 and Clause 6 after Clause 4 of Article 3 as follows:

"5. The date when no longer meeting one of the conditions 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 is:

a) The last registration date in the shareholder list maintained by Vietnam Securities Depository Corporation SOVEREIGN or the date when the public company prepares the shareholder list for a public company not registered with Vietnam Securities Depository Corporation in cases where it no longer meets the shareholder structure condition;

b) The audit organization date approved to sign off on the audit report of the most recent annual financial statement or to issue a confirmation letter regarding the equity in cases where the public company no longer meets the contributed charter capital or equity condition.

6. The equity stipulated in Point a Clause 11 Article 1 of Law No. 56/2024/QH15 shall be determined based on the financial statements prescribed under the enterprise accounting regulations. In cases where a company registers as a public company, and the public company is the parent company in a parent-subsidiary model, the equity indicator shall be simultaneously determined based on the separate financial statements of the parent company and consolidated financial statements."

Article 2. Amending and supplementing Point c Clause 1 of Article 6

"1. The registration dossier for public companies includes:

c) A business registration certificate or equivalent legal documents in cases where information on these documents cannot be obtained from the National Enterprise Registration Database or other National Databases (if applicable);"

Article 3. Amending and supplementing Article 7

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

A public company shall be revoked its status as a public company when it falls under one of the cases prescribed in Clause 1 of Article 38 of the Securities Law No. 54/2019/QH14 amended and supplemented in Clause 15 of Article 1 of Law No. 56/2024/QH15 except for the case provided for in Clause 7 of Article 59 of the Law on State Capital Management and Investment at Enterprises No. 68/2025/QH15.”

Article 4. Amending and supplementing Article 8

“1. Procedures and formalities for revoking the status of a public company

a) Within 15 days from the date of no longer meeting one of the conditions stipulated in Point a, Clause 1 of Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented by Point a, Clause 11 of Article 1 of Law No. 56/2024/QH15, the public company has the responsibility to send the State Securities Commission a notification letter according to the form attached as Appendix V to this Circular, along with a list of shareholders provided by the Vietnam Securities Depository and Central Depository Corporation or self-prepared by the public company if the company has not registered shares with the Vietnam Securities Depository and Central Depository Corporation in the case where the company does not meet the shareholder structure condition, or the audited annual financial report or a confirmation letter about the equity capital issued by the auditing organization approved in the case where the company does not meet the charter capital or equity capital condition; simultaneously publish information on the company's website, the stock exchange's website where the company's shares are listed or traded regarding the non-compliance with one of the conditions stipulated in Point a, Clause 1 of Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented by Point a, Clause 11 of Article 1 of Law No. 56/2024/QH15.

The company must comply fully with all regulations related to public companies until the State Securities Commission announces the revocation of the public company status according to Clause 3 of Article 38 of the Securities Law No. 54/2019/QH14;

b) After one year from the date of no longer meeting one of the conditions stipulated in Point a, Clause 1 of Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented by Point a, Clause 11 of Article 1 of Law No. 56/2024/QH15 if the company still fails to meet the public company condition, within 30 days, the public company shall submit the dissolution application package according to Clause 2 of this Article to the State Securities Commission.

In the case where the application requires amendments to ensure completeness and validity, the State Securities Commission will issue a document specifying the required changes to the public company.

Within 15 days from receiving a valid application, the State Securities Commission will review and revoke the public company status and notify the revocation to the company, the Vietnam Securities Depository and Central Depository Corporation, and the Stock Exchange where the company's shares are listed or traded, simultaneously publishing the information through the State Securities Commission’s announcement channels.

Within seven working days from receiving the State Securities Commission's notice of revoking the public company status, the company is responsible for announcing the revocation on the company's website, the State Securities Commission’s announcement channels, and the Stock Exchange where the company's shares are listed or traded, and carry out delisting and deregistration procedures according to the law;

c) After one year from the date of failing to meet one of the conditions stipulated in Point a, Clause 1 of Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented by Point a, Clause 11 of Article 1 of Law No. 56/2024/QH15 if the company meets the public company condition again, within 30 days, the public company shall submit a notification letter according to the form attached as Appendix VI to this Circular, along with a list of shareholders provided by the Vietnam Securities Depository and Central Depository Corporation or the most recent audited annual financial report depending on the conditions previously unmet; simultaneously publishing the information on the company's website and the Stock Exchange's website where the company's shares are listed or traded regarding the continued compliance with the conditions stipulated in Point a, Clause 1 of Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented by Point a, Clause 11 of Article 1 of Law No. 56/2024/QH15. Within seven working days from receiving the company's notification letter, if there are differing opinions, the State Securities Commission will issue a document to the company. The company is responsible for continuing to perform the rights and obligations of a public company according to the law. If additional non-compliance with other public company conditions occurs, the company must report to the State Securities Commission and publish information according to Point a, Clause 1 of Article 8 of Circular No. 19/2025/TT-BTC.

2. Documents for revoking the status of a public company include the following:

a) Business registration certificate or equivalent legal documents in cases where such information cannot be obtained from the National Enterprise Registration Database or other national databases (if applicable).

b) Notification letter regarding the failure to meet the requirements Point a, Clause 1 of Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented by Point a, Clause 11 of Article 1 of Law No. 56/2024/QH15 according to the form attached as Appendix VII to this Circular;

c) List of shareholders of the public company that no longer meets the shareholder structure requirement provided by the Vietnam Securities Depository and Central Depository Corporation or self-prepared by the company if the company has not registered securities with the Vietnam Securities Depository and Central Depository Corporation;

d) Most recent audited annual financial report or a confirmation letter about the equity capital issued by the approved auditing organization in the case where the public company no longer meets the contributed charter capital or equity capital condition. If the company increases its charter capital after the end of the most recent accounting period, the company must provide the most recent audited or reviewed financial report.

3. In case a public company fails to submit the report files to the State Securities Commission as prescribed in Clause 1 of this Article, the State Securities Commission shall examine and revoke its status as a public company based on the list of shareholders provided by the Vietnam Securities Depository and Central Depository Corporation or the most recent annual financial report audited of the company, specifically as follows:

a) The Vietnam Securities Depository and Central Depository Corporation shall be responsible for providing the list of shareholders of the public company to the State Securities Commission when the public company finalizes the shareholder list or on June 30th annually if the public company does not hold an annual general meeting of shareholders. After receiving the list of shareholders provided by the Vietnam Securities Depository and Central Depository Corporation according to the form prescribed in Appendix VIII issued together with this Circular regarding the company no longer meeting the conditions for the shareholder structure as stipulated 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 company that it no longer meets the conditions for a public company as prescribed.

Within one year from the date the company no longer meets the conditions for the shareholder structure as stipulated 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 for a public company, the list of shareholders provided by the Vietnam Securities Depository and Central Depository Corporation according to the form prescribed in Appendix VIII issued together with this Circular, within fifteen days, the State Securities Commission shall examine and revoke the status of the public company, notify the company, Vietnam Securities Depository Corporation and the Stock Exchange where the securities are listed or traded, simultaneously publishing on the information dissemination means of the State Securities Commission.

b) Based on the most recently audited annual financial report of the public company, in cases where the company no longer meets the capital conditions as stipulated 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 company that it no longer meets the conditions for a public company as prescribed.

Within one year from the date the company no longer meets the capital conditions as stipulated 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, the State Securities Commission shall examine and revoke the status of the public company, notify the company, the Vietnam Securities Depository and Central Depository Corporation and the Stock Exchange where the securities of the company are listed or traded, simultaneously publishing on the information dissemination means of the State Securities Commission.

Article 5. Amending and supplementing some clauses and points of Article 9

1. Amending and supplementing Point b, Clause 2 of Article 9 as follows:

“2. Revoking the status of a public company in cases where it no longer meets the conditions of being a public company after a split, merger, or acquisition.

b) Within fifteen days from the date the legal status of the company is updated on the National Enterprise Registration Portal or upon receipt of notification from the competent authority, the State Securities Commission shall examine and revoke the status of the public company, notify the company, the Vietnam Securities Depository and Central Depository Corporation, and the Stock Exchange where the company's shares are listed or traded, simultaneously publishing on the information dissemination means of the State Securities Commission.

2. Amend and supplement Clause 3 of Article 9 as follows:

“3. Revoking the status of a public company in cases where it no longer meets the conditions of being a public company due to converting 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 working days from the date of receiving the Business Registration Certificate or equivalent legal document, a limited liability company converted from a joint-stock public company must submit a notification according to the form prescribed in Appendix VII issued together with this Circular along with the Business Registration Certificate or equivalent legal document to the State Securities Commission if such information cannot be obtained from the National Enterprise Registration Database or other national databases (if available).

b) Within fifteen days from the date of receipt of the notification from the limited liability company converted from a joint-stock public company as stipulated in Point a, Clause 3 of this Article, the State Securities Commission shall examine and revoke the status of the public company, notify the company, the Vietnam Securities Depository and Central Depository Corporation, and the Stock Exchange where the company's shares are listed or traded, simultaneously publishing on the information dissemination means of the State Securities Commission.

3. Amending and supplementing Clause 4 of Article 9 as follows:

“4. Revoking the status of a public company 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 "revocation of the Enterprise Registration Certificate due to tax enforcement", "in the process of dissolution procedures", "in the process of bankruptcy procedures", "dissolved, bankrupt, ceased to exist", or upon receipt of the Decision or document from the competent state agency notifying the dissolution, bankruptcy, revocation of the Enterprise Registration Certificate of a public company, the State Securities Commission shall notify the cancellation of the status of a public company, inform the Vietnam Securities Depository Corporation and the Stock Exchange where the company's shares are listed or traded, and simultaneously publish the information on the means of information disclosure of the State Securities Commission.

Article 6. Amend and supplement Article 10

"Article 10. Cancel the status of a public company in the case where a public company fails to disclose information for two consecutive years on audited annual financial reports

Thirty days after the deadline for disclosing information on audited annual financial reports as prescribed in Circular No. 96/2020/TT-BTC dated November 16, 2020 of the Minister of Finance guiding the disclosure of information on the securities market or any subsequent replacement, amendment, or supplementation thereof, if any, and if the public company fails to disclose information for two consecutive years on audited annual financial reports, within fifteen days, the State Securities Commission shall notify the cancellation of the status of a public company, inform the company, and the Stock Exchange where the company's shares are listed or traded, and simultaneously publish the information on the means of information disclosure of the State Securities Commission.” Vietnam Securities Depository Corporation Article 7. Amend and supplement Article 11 as follows:

Article 11. Cancel the status of a public company in the case where a public company fails to disclose information for two consecutive years on the resolutions of the Annual General Meeting of Shareholders

“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 disclosing information on audited annual financial reports as prescribed in Circular No. 96/2020/TT-BTC dated November 16, 2020 of the Minister of Finance guiding the disclosure of information on the securities market or any subsequent replacement, amendment, or supplementation thereof, if any, and if the public company fails to disclose information for two consecutive years on audited annual financial reports, within fifteen days, Article 8. Amend and supplement some annexes of Circular No. 19/2025/TT-BTC dated May 5, 2025 of the Minister of Finance on registration of public companies, cancellation of the status of public companies, and reports on contributed charter capital that have been audited. and the Stock Exchange where the company's shares are listed or traded, and simultaneously publish the information on the means of information disclosure of the State Securities Commission.” Vietnam Securities Depository Corporation and the Stock Exchange where the securities of the company are listed or traded, simultaneously publishing on the information dissemination means of the State Securities Commission.

Amend and supplement Annex I promulgated together with Circular No. 19/2025/TT-BTC dated May 5, 2025 of the Minister of Finance on registration of public companies, cancellation of the status of public companies, and reports on contributed charter capital that have been audited.

1. 2. Supplement Annexes V, VI, VII, and VIII promulgated together with Circular No. 19/2025/TT-BTC dated May 5, 2025 of the Minister of Finance on registration of public companies, cancellation of the status of public companies, and reports on contributed charter capital that have been audited.

1. This Circular takes effect from January 1, 2026.

Article 9. Implementation Provisions

2. The State Securities Commission, Vietnam Stock Exchange, Ho Chi Minh City Stock Exchange, Hanoi Stock Exchange, Vietnam Securities Depository Corporation, public companies, companies registering as public companies, organizations issuing initial public offerings, and related individuals and organizations are responsible for implementing this Circular./.

- National Assembly’s Ethnic Council and relevant Committees;