VI What are the conditions for public offering of securities of a company after the enterprise restructuring process from 11/9/2025? Let’s find out more with Pham Consult!
What are the conditions for public offering of securities of a company after the enterprise restructuring process from 11/9/2025?
The conditions for public offering of securities by a company after the restructuring process are stipulated in Article 30 of Decree 155/2020/ND-CP, amended and supplemented by Clause 17, Article 1 of Decree 245/2025/ND-CP, specifically as follows:
Conditions for a public company after the restructuring process to offer additional shares to the public, offer convertible bonds, bonds with warrants to the public; a company after the restructuring process to offer shares to the public for the first time, offer bonds to the public include:
– Meeting the conditions for offering shares and bonds to the public, in which the basis for determining the conditions for profitable business operations and no accumulated losses of the company as prescribed in Clauses 2 and 3, Article 30 of Decree 155/2020/ND-CP, amended and supplemented by Article 1 of Decree 245/2025/ND-CP.
– In the case of a public company after restructuring offering additional shares to the public, offering convertible bonds, bonds with warrants to the public, the company after restructuring offering bonds to the public, the business activities of the year immediately preceding the year of registration for offering must be profitable, and there must be no accumulated losses up to the year of registration for offering based on:
+ In the case of a company registering for offering in the year of restructuring: the consolidated financial information report according to the convention of the year immediately preceding the year of restructuring of the issuing organization is guaranteed by an approved auditing organization with an unqualified opinion; The most recent quarterly financial report of the issuer
+ In case the company registers for offering in the year following the restructuring year (in case of consolidation): the summary report of financial information according to the convention for the last accounting period from the start of the fiscal year to the restructuring time of the issuer is guaranteed by an approved auditing organization with an unqualified opinion; the first accounting period financial report from the restructuring time to the end of the fiscal year of the issuer is audited by an approved auditing organization that meets the conditions specified in Clause 3, Article 20 of the Securities Law 2019; the most recent quarterly financial report of the issuer (if any).
The condition for profitable business operations is determined based on the total profit after tax on the consolidated financial information report according to the convention of the last accounting period and on the financial report of the first accounting period
+ In case the company registers for offering from the year following the restructuring year onwards (in case of merger, acquisition of enterprises, sale of assets), the company registers for offering from the second year following the restructuring year onwards (in case of consolidation): the most recent annual financial report audited by an approved auditing organization, the most recent quarterly financial report (if any) of the issuing organization.
– In case the company after the restructuring process offers shares to the public for the first time, the business activities of the 02 consecutive years before the year of registration for offering must be profitable, and there must be no accumulated losses up to the year of registration for offering based on:
+ In case the company registers for offering in the year of restructuring: the consolidated financial information report according to the convention for the 02 consecutive years before the restructuring year of the issuer guaranteed by an approved auditing organization with an unqualified opinion; the most recent quarterly financial report of the issuer (if any)
+ In case the company registers for offering in the year immediately after the restructuring year: the consolidated financial information report according to the convention for the year immediately before the restructuring year guaranteed by an approved auditing organization with an unqualified opinion and the most recent year’s financial report audited by an approved auditing organization; The issuer’s most recent quarterly financial statements (if any)
In the case of consolidation: the pro forma financial information summary report for the year immediately preceding the year of consolidation of the issuer, guaranteed by an approved auditing organization with an unqualified opinion
The pro forma financial information summary report for the last accounting period from the beginning of the financial year to the time of consolidation, guaranteed by an approved auditing organization with an unqualified opinion and the first accounting period financial statements from the time of consolidation to the end of the financial year of the issuer, audited by an approved auditing organization; the issuer’s most recent quarterly financial statements (if any).
The condition for profitable business operations in the year immediately preceding the year of registration for offering is determined based on the total profit after tax on the pro forma financial information summary report for the last accounting period and on the first accounting period financial statements.
+ In case the company registers for offering in the second year following the restructuring year: the annual financial statements of the two most recent years of the issuer audited by an approved auditing organization; the most recent quarterly financial statements of the issuer (if any).
In case of consolidation: the summary report of financial information according to the convention for the last accounting period from the beginning of the fiscal year to the time of consolidation guaranteed by an approved auditing organization with an unqualified opinion and the financial statements of the first accounting period from the time of consolidation to the end of the fiscal year of the issuer audited by an approved auditing organization; the financial statements of the year immediately preceding the year of registration for offering of the issuer audited by an approved auditing organization; the most recent quarterly financial statements of the issuer (if any).
The conditions for profitable business operations in the second year immediately preceding the year of registration for offering are determined based on the total profit after tax on the financial information summary report according to the convention of the last accounting period from the beginning of the fiscal year to the time of consolidation and the financial report of the first accounting period from the time of consolidation to the end of the fiscal year of the issuing organization.
How is the policy on developing the securities market regulated?
The policy on developing the securities market is regulated in Article 6 of the Securities Law 2019, specifically as follows:
– The State has policies to encourage and create favorable conditions for domestic and foreign organizations and individuals to participate in investment and activities in the securities market in order to mobilize medium-term and long-term capital sources for investment and development.
– The State has policies to manage and supervise to ensure that the securities market operates fairly, publicly, transparently, safely and effectively.
– The State has a policy of investing in modernizing infrastructure and information technology for the operation of the stock market, developing human resources for the stock industry, and disseminating knowledge about stocks and the stock market.
How is the face value of stocks determined?
The face value of stocks is stipulated in Article 13 of the 2019 Securities Law, specifically as follows:
– The face value of stocks offered for sale in the territory of the Socialist Republic of Vietnam is recorded in Vietnamese Dong.
– The face value of stocks and fund certificates offered to the public is 10,000 VND. The face value of bonds offered to the public is 100,000 VND and multiples of 100,000 VND.
– In case the price of securities of the issuer on the stock trading system is lower than the face value, the issuer is allowed to offer the securities at a price lower than the face value.
