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Initial Public Offering (IPO) in Vietnam

"Initial public offering" or IPO means that the company is offering its shares for sale to the public for the first time.  In a sense, the company is giving up ownership of the company to the public, in return for access to cash. It helps the company raise money for its growth and upcoming projects.

Conditions for IPO:

  • Charter capital (based on the accounting result): 10 billion VND since the date of registering IPO;
  • Business situation: Profit in last five consecutive years and no accumulated loss up to year of registering IPO;
  • Plan of issueing and using the capital from IPO: Approval from General Meeting of Shareholders.

Note: When a joint stock company offers its shares to the public, it will become a public company and within one year from the end of the offering, the company must put the stock into trading on an official market.

Dossier for IPO registration:

  • The written request of registrating IPO;
  • Prospectus;
  • Charter;
  • Decision of the General Meeting of Shareholders approving the plan of issueing and using the capital from the offering and commit to put the stocks into trading on the official market within 1 year;
  • Financial statements for the last two years;
  • Underwriting guarantee (if the issuance is made by an underwrite securities);
  • Decision of the Board of Directors approving the written request of registering IPO;
  • Documents related to the project implementation, such as Investment Registration Certificates and approvals of competent state agencies for investment plan etc (in case the issuance is for the purpose of project implementation);
  • The bank written confirmation of escrow account opened for receipt of payments for stock purchases from the offering;
  • Documents verifying the business line and foreign ownership ratio (if required by specialized law) of the business line in which the company is operating, such as documents citing the address and information. posted on the National Enterprise Registration Portal, the National Foreign Investment Portal or the website of a competent state agency or other documents under the guidance of the State Securities Commission.

The dossier shall submit to the State Securities Commission. Within 30 days from the date of receiving valid documents, the State Securities Commission will consider and issue IPO Registation Certificate. If refused, the State Securities Commission will reply in writing and clearly state the reasons.

Information disclosure obligations:

  • Notice of offering: Within seven (07) working days from the day IPO Registation Certificate becomes effective, the company shall publish a notice of issuance in a electronic or written newspaper with national distribution for three consecutive issues.
  • Notice of offering results: Within 10 days after the completion of the offering, the company shall notify the State Securities Commission. The State Securities Commission will confirm the offering results in writing. At that time, the company is allowed to clearance bank account.

Actually, before IPO registration, there is a complicated legal progress to make sure that the IPO registration goes on smoothly. So, that is reason why it is advised that the company should seek help from the professional law firm. Apolo Lawyers deserves as a bright choice that clients are looking for. Thanks to the experienced lawyers team, we understand and know how to apply the regulation of Stock Law and the other related regulation in practice. Therefore, the paperwork is no longer a big deal for clients.

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