1. Conditions for Public Offering of Shares in Vietnam
Under Article 36 of Decree No. 155/2020/ND-CP, enterprises established and operating under foreign laws must satisfy the following conditions to conduct a public offering of securities in Vietnam:
- The business must have generated profit in the year preceding the year of registration for the public offering, have no accumulated losses up to the year of registration, and have no overdue debts of more than one year (in the case of non-convertible bonds without warrants), in accordance with international accounting standards.
- A competent authority must approve the issuance plan and the plan for using the capital raised from the public offering for investment in a project in Vietnam, or for debt repayment (in the case of bond issuance).
- The issuing organization must have an investment project in Vietnam approved by a competent Vietnamese authority. The total amount raised in Vietnam must not exceed 30% of the project’s total investment capital.
- The foreign issuer may not remit the raised capital abroad and may not withdraw its corresponding equity during the project’s approved duration.
- There must be an underwriting commitment under which at least one securities company licensed to conduct underwriting activities in Vietnam undertakes to purchase the entire offering for resale or to purchase all unsold securities.
- The issuer must open an escrow account to receive proceeds from the offering.
- A bank must be appointed to supervise the use of the capital raised from the offering.
- The issuer must engage a securities company to advise on the registration dossier for the public offering.
- The issuer must commit to listing or registering the trading of shares or listing bonds on the securities trading system after the offering concludes.
- The issuer must commit to fulfilling its obligations to investors regarding issuance conditions, payment, protection of investors’ lawful rights and interests, and other conditions in the case of bond offerings.
Accordingly, foreign enterprises seeking to offer shares to the public in Vietnam must fully comply with the above conditions.
2. Application Dossier for Public Offering of Shares in Vietnam
Under Article 37 of Decree No. 155/2020/ND-CP, the application dossier for a public offering of shares in Vietnam by an enterprise established and operating under foreign law includes:
- Registration form for public offering, using Form No. 05, Appendix issued together with Decree 155/2020/ND-CP, as amended by Clause 4 Article 2 of Decree 245/2025/ND-CP.
- Prospectus prepared in accordance with Article 19 of the Law on Securities 2019.
- Charter of the issuing organization.
- Resolution of the General Meeting of Shareholders approving the issuance plan, the plan for using the proceeds, and the listing or trading registration of shares on the securities trading system.
- The latest annual financial statements audited by an audit organization approved by the competent authority in the issuer’s home country, and the most recent quarterly financial statements. Financial statements must be prepared in accordance with the International Financial Reporting Standards (IFRS).
- Approval from a competent Vietnamese authority for the investment project.
- Underwriting commitment in the form of firm commitment underwriting or commitment to purchase unsold shares, including minimum contents specified in Form No. 04, Appendix of Decree 155/2020/ND-CP. In the case of an underwriting syndicate, the commitment of the lead underwriter must be accompanied by the syndication agreement.
- Written confirmation from a bank or foreign bank branch regarding the opening of an escrow account to receive proceeds from the offering.
- Written confirmation from the supervising bank regarding its supervision of the issuer’s use of capital raised from the offering.
- Advisory contract with a securities company for preparing the public offering registration dossier.
- Resolution of the Board of Directors approving the public offering dossier.
3. Policies for the Development of the Securities Market
Article 6 of the Law on Securities 2019 provides the following policies on the development of the securities market:
- The State shall adopt policies to encourage and facilitate domestic and foreign organizations and individuals to participate in investment and operations in the securities market in order to mobilize medium- and long-term capital for development.
- The State shall implement management and supervision policies to ensure the securities market operates fairly, openly, transparently, safely, and effectively.
- The State shall invest in modernizing infrastructure and information technology for market operations, developing human resources in the securities industry, and promoting the dissemination of knowledge about securities and the securities market.
📞 CONTACT LEGAL CONSULTANT:
TLA Law is a leading law firm with a team of highly experienced lawyers specializing in criminal, civil, corporate, marriage and family law, and more. We are committed to providing comprehensive legal support and answering all your legal questions. If you have any further questions, please do not hesitate to contact us.
1. Lawyer Vu Thi Phuong Thanh, Ha Noi Bar Association
Email: vtpthanh@tlalaw.vn
2. Lawyer Tran My Le, Ha Noi Bar Association
Email: tmle@tlalaw.vn
Nguyen Duong Anh Vu