Legal Guidelines: IPO in Vietnam

Law No. 56/2024/QH15 amending the Securities Law

01/01/2025

Adds Article 18.1(k): a report on contributed charter capital up to the time of registration of the IPO, independently audited; similarly for the dossier for registration as a public company.

The authenticity of contributed capital must be demonstrated; supporting documents and the history of capital increases must be prepared from the early stage of the project.

Decree 245/2025/ND-CP amending Decree 155/2020

11/09/2025

Adds Article 111a (concurrent registration of listing with an IPO); shortens the period for putting shares into trading to a maximum of 30 days;

Adds Article 7.8 on the basis of consolidated financial statements; Article 6 on the responsibilities of advisory and audit organizations;

Amends Article 109.1(c); provisions on the BOD, related-party transactions and foreign ownership.

Significantly shortens the time from dossier submission to the first trading day; binds the responsibilities of the parties participating in the dossier.

Circular 115/2025/TT-BTC amending Circular 118/2020

28/01/2026

Updates guidance on offerings, issuances, public tender offers, share buybacks and registration of public companies; includes the IPO Prospectus template (Appendix 01).

Prepare the Prospectus using the new template; the Ministry of Finance has issued a consolidated document (05/VBHN-BTC of 2026).

Decree 306/2025/ND-CP amending Decree 156/2020

09/01/2026

Strengthens penalties for violations in the securities sector; the maximum fine is from VND 1 billion to VND 1.5 billion for forging documents or certifying forged documents in a private placement dossier.

Dossier compliance risk increases; an internal document verification process is required.

Restructuring of the equity trading market (Circular 57/2021 and Circular 69/2023/TT-BTC)

01/07/2025; to be completed no later than 31/12/2026

HNX ceases to accept dossiers for new share listings; HOSE becomes the single exchange for the market in shares, fund certificates and covered warrants.

Dossiers for new share listings are submitted to HOSE.

Law on Personal Data Protection 91/2025/QH15 and Decree 356/2025/ND-CP

01/01/2026

Personal data processing impact assessment, cross-border data transfer, data protection personnel.

A key review item in legal due diligence and in the Prospectus.

FTSE Russell upgrades Vietnam to Secondary Emerging Market status

21/09/2026

Vietnamese shares begin to be allocated into FTSE indices, starting in September 2026 with an initial weighting of 10%, then rising to 30%, 65% and reaching 100% in September 2027.

Improves expectations of foreign capital inflows; raises institutional investors' requirements for governance and transparency.

Draft Law amending and supplementing a number of articles of the Securities Law

Expected to be passed in 2026 and to take effect from 01/03/2027

Proposes abolishing the condition that the required percentage of shares be “sold” in the IPO; retains the post-IPO ownership percentage requirement; simplifies the publication of the Issuance Notice.

Monitor the outcome of discussions at the National Assembly (expected October 2026 session).

Is the enterprise suitable to become a public company and attract public investors?

• Are the long-term growth prospects sufficiently compelling to institutional and individual investors? What will the dividend and reinvestment policy prioritize?
• Does the enterprise fully satisfy the business performance condition under Article 15.1(b) of the Securities Law (profitable business operations in the two consecutive years preceding the year of registration of the offering and no accumulated losses up to the year of registration of the offering)?

Are the financial and legal information and data truthful, complete and transparent?

• Have the financial statements been audited by an approved audit firm and do they accurately reflect the company's financial position and operating results? Do the accounting system, period-end closing and management reporting meet the disclosure pace of a public company?
• Is the history of capital contributions and capital increases fully documented, so as to serve as the basis for preparing the audited Report on Contributed Charter Capital?
• Have the key team (CEO, CFO/chief accountant, person in charge of corporate governance, person in charge of information disclosure) and the structure of the BOD and the Supervisory Board/Audit Committee satisfied the conditions, standards and requirements on structure and organization under the law?

How should the structure of the initial public offering be designed for optimal results?

• Will the offering consist of newly issued shares, a sale of existing shares by shareholders, or a combination of both?
• Is pre-IPO restructuring required (consolidation, conversion from a limited liability company, elimination of cross-ownership, spin-off of business segments)? Does the restructuring give rise to tax issues?
• What will the relationship with major shareholders/investment funds be after the IPO (divestment roadmap, holding undertakings, rights of existing shareholders)?
• What is the maximum foreign ownership ratio for the registered line of business?

Which trading venue is appropriate?

• Immediate listing (HOSE), or first register for trading on UPCoM? Can the listing dossier be submitted concurrently with the IPO dossier? (see Chapter 06 of this Handbook)

• Raise long-term capital from a broad base of investors.
• After the IPO, the company may offer additional shares, issue convertible bonds or public bonds if the conditions are met.
• Improve the financial structure and reduce reliance on bank borrowings.

• Existing shareholders gain a market for divestment and public valuation.
• Shares may be used as consideration in M&A, for issuing ESOP[1] or for debt-to-equity swaps under Decree 155.
• Opportunity to attract and retain key personnel through share-based mechanisms (ESOP).

• Enhance reputation with customers, partners, banks and international investors.
• Compliance with information disclosure and corporate governance requirements helps strengthen transparency and compliance discipline.
• Broaden access to investors as Vietnam's stock market has been upgraded.

Compliance and Disclosure

Obligations to make periodic and ad hoc disclosures (within 24 hours for ad hoc events), audited annual financial statements, and corporate governance rules for public companies. Strategic information, material transactions and financial figures become public to competitors, customers and suppliers.

Costs

Costs of dossier advisory, underwriting/agency, audit and legal services, fees related to the Stock Exchange and VSDC, communication costs, as well as post-IPO maintenance costs (audit, IR[2], governance).

Loss of Control and Dilution

Existing shareholders are diluted; related-party transactions, large-value transactions and amendments to the Charter must go through stricter approval mechanisms; there is a risk of public tender offers.

Legal Liability

Administrative and criminal liability for untruthful information, documents or dossiers, insider trading and market manipulation; liability of managers and of advisory and audit organizations.

Performance Pressure

Listed shares may be subject to mandatory delisting if, over the three most recent consecutive years according to audited annual financial statements, the company's business results in accumulated losses exceeding actual contributed charter capital or negative owners' equity.[3]

Diversion of Management Resources

The IPO process requires considerable time and effort from the executive management and the finance–accounting function; a clear roadmap is needed so as not to affect business operations.

• Define strategic objectives, timing and size of the offering.
• Assemble legal documents in a data room.
• Review ownership structure, subsidiaries and tax structure.
• Complete restructuring and acquisitions or disposals of material assets before the offering registration period.
• Prepare a preliminary Prospectus on the basis of due diligence.

• Work with the Securities Company, law firm and approved audit firm on the audit roadmap.
• Determine the year of offering registration and verify the profit/accumulated loss conditions.
• Prepare the Report on Contributed Charter Capital.
• Assess the accounting and reporting team; upgrade systems and shorten the period-end closing time.
• Prepare the business plan and dividend plan.

• Review the structure of the BOD, the Supervisory Board/Audit Committee and existing shareholders.
• Appoint additional non-executive/independent BOD members; check limits on concurrent positions.
• Develop the Charter and internal governance regulations in accordance with the templates applicable to public companies.
• Review and restructure related-party transactions.
• Train the BOD and executive management on the obligations of a public company.

• Define the investment message and the peer comparison group.
• Establish a spokesperson policy and designate spokespersons.
• Train personnel on the principles of managing inside information and on the limits applicable to market sounding activities (Article 24 of the Securities Law).
• Review information on the website, social media and marketing materials.
• Select the investor relations (IR) team.

• Appoint an internal project lead; establish a coordination team and a regular meeting schedule.
• Select the advisory Securities Company (a mandatory condition under Article 15.1(g) of the Securities Law) and an approved audit firm.
• Determine the year of offering registration; verify the two-year profit condition and accumulated losses.
• Review the entire history of capital contributions and capital increases; supplement any missing supporting documents.
• Review and finalize the ownership structure, shareholder register, subsidiaries, material contracts and related-party transactions.
• Establish internal and external communication principles.

• Develop operating processes suited to the requirements of a public company: rapid period-end closing, management reporting, KPIs and internal control.
• Strengthen the BOD and the Supervisory Board/Audit Committee; prepare the Charter and governance regulations.
• Design the ESOP program and the post-IPO remuneration mechanism; prepare the GMS resolution.
• Assess personal data and cybersecurity risks and sector-specific compliance obligations.
• Preliminarily select strategic investors/anchor investors[4] (if any) and shareholders giving holding undertakings.
• Begin mapping the Prospectus content.

• Prepare the Prospectus; conduct legal and financial due diligence.
• Convene the GMS to approve the issuance plan, the plan for use of proceeds and the undertaking to list/register for trading; the BOD approves the dossier.
• Open a blocked account; obtain undertakings from major shareholders to jointly hold at least 20% of charter capital for at least 01 year from the end of the offering, and holding undertakings upon listing.
• Submit the IPO dossier (and the concurrent listing dossier, if applicable).
• Prepare investor presentation materials based on the Prospectus.
• Assess the feasibility of conducting M&A in parallel with the IPO process (if appropriate).

• Validity of contributed charter capital and capital increase documentation; preferred shares and ESOP.
• Shareholder register; major shareholders and related persons; cross-ownership.
• Shareholders' agreements, veto rights, drag-along/tag-along rights and divestment undertakings.
• Subsidiary structure, intercompany contracts and change-of-control provisions.
• Related-party transactions and loans and guarantees to managers.

• Licenses, business investment conditions and foreign ownership ratios by line of business.
• Land use rights, assets attached to land, leasehold rights; compliance with laws on construction, environment and fire prevention and fighting.
• Material contracts: major customers and suppliers; termination, exclusivity and assignment provisions.
• Intellectual property, software and open-source licenses.
• Labor, social insurance, tax and customs.
• Disputes, litigation, inspections, examinations and remediation plans.

• Independence and capacity of the audit firm; audit opinion; qualifications.
• Applicable accounting standards and regime; reconciliation of payables and receivables; overdue debts.
• Consistency among the figures in the Prospectus, management reports and presentation materials.
• Internal control, period-end closing and reporting processes.
• Personal data, cybersecurity and data governance risks that may affect the content of disclosures.

1. Preparation and internal decisions

The GMS approves the issuance plan, the plan for use of proceeds and the undertaking to list/register for trading; the BOD approves the dossier; preparation of the Prospectus, audited financial statements and the Report on Contributed Charter Capital; opening of a blocked account; execution of advisory (and underwriting, if any) contracts.

Articles 15 and 18 of the Securities Law; Article 11 of Decree 155.

Actual preparation time is typically 12–18 months.

2. Dossier submission and review

Submit the dossier to the SSC through the One-Stop Division/National Public Service Portal. While the SSC is reviewing the dossier, only the information in the Prospectus as submitted may be used for market sounding, and it must be used truthfully and accurately.

Articles 24 and 25 of the Securities Law; Article 6.2 of Decree 155.

The SSC issues the Registration Certificate within 30 days from the date of receipt of a complete and valid dossier.

3. Completion of Registration Certificate procedures

Upon receiving the notice requesting completion, submit 06 copies of the official Prospectus to the SSC.

Article 41.3 of Decree 155.

Within 07 working days from the date of receipt of the SSC's notice.

4. Pre-offering disclosure

Publish the Issuance Notice in 01 electronic newspaper or print newspaper for 03 consecutive issues; post the information and the official Prospectus on the issuer's website and on the Stock Exchange. The offering may commence only after such publication.

Articles 25.3 and 25.4 of the Securities Law; Article 41.5 of Decree 155.

Within 07 working days from the effective date of the Registration Certificate.

5. Distribution of shares

Subscription registration, distribution to investors, collection of payment into the blocked account and completion of procedures for transferring shares to purchasers.

Article 26 of the Securities Law.

To be completed within 90 days from the effective date of the Registration Certificate; the SSC may consider an extension of up to 30 days.

6. Reporting of results

Publish and report the offering results to the SSC, enclosing the bank's confirmation of the amount received in the blocked account.

Article 26.5 of the Securities Law.

Within 10 days from the end of the offering.

7. Securities registration and listing/registration for trading

Complete securities registration at VSDC before trading; complete listing procedures at the Stock Exchange or registration for trading on UPCoM. Where listing is conducted concurrently with the offering registration, the provisions on the order and procedures for concurrent listing registration apply.

Articles 111 and 149 of Decree 155; Articles 133–135 of Decree 155 for UPCoM trading registration.

Submission of the listing dossier

Concurrently with the IPO dossier: documents under Article 110.1(a), (đ) and (g); the listing Prospectus (Form 29A) and the GMS resolution on listing; financial statements for the two years preceding the registration year; and the report on contributed charter capital up to the time of registration under Article 18.1(k) of the Securities Law.

Concurrently with the IPO dossier

Stock Exchange notice of preliminary satisfaction of conditions

The Stock Exchange notifies that the paid-up charter capital condition of at least VND 30 billion and the conditions in Article 109.1(c), (e) and (g) have been met. This notice must be sent concurrently to the SSC.

Within 30 days from the date of receipt of a valid dossier

Post-IPO supplementary requirements

The Stock Exchange requests supplementary documents: a request for continued consideration (Form 28B), the updated Prospectus information sheet (Form 29B), the enterprise registration certificate updated for charter capital, and documents under Article 110.1(c) and (d)

The Stock Exchange makes the request within 01 working day from the time the SSC notifies receipt of the report on the results of the initial public offering of shares; the enterprise has 15 days to submit the supplements.

Decision approving listing

The Stock Exchange issues a decision if the market capitalization condition under Article 109.1(a) and the conditions under Article 109.1(d) and (đ) (shareholder structure, holding undertakings) are met.

Within 15 days from the date of receipt of valid documents

Registration of the first trading day

The enterprise registers the first trading day; the Stock Exchange announces the trading date after receiving the registration request and VSDC's written confirmation that the shares have been registered at VSDC.

Within 05 working days from the date the Stock Exchange issues its decision; the trading date must be at least 06 working days after the Stock Exchange receives the written request and no later than 30 days from the date of the Stock Exchange's decision.

Note:

If a valid listing dossier is submitted within 60 days from the end of the annual accounting period, the indicators on ROE, profit and accumulated losses are determined on the audited annual financial statements (Article 109.1(c) of Decree 155).

If the dossier is submitted after the end of the half-year financial reporting period, the listing applicant must supplement reviewed or audited half-year financial statements (Articles 11.4(b) and 107.1(d) of Decree 155). Accordingly, the dossier submission schedule should be worked back from the audit and review schedule.