Public Offering of Shares from Sep 11 2025

The Public Offering of Shares from Sep 11 2025, marks fundamental legal changes as Decree 245/2025/ND-CP amending and supplementing Decree 155/2020/ND-CP officially comes into effect. Accurately updating regulations on capital conditions, registration dossiers, and implementation sequences is a mandatory requirement for public companies to ensure compliance in capital mobilization activities on the stock market. The following article by Long Phan Consulting Company will analyze in detail the current legal provisions and guide the specific implementation roadmap for Clients.

Forms of Public Offering of Shares

Public securities offering activities are classified based on the purpose of capital mobilization and the executing entity to ensure transparency in the financial market. The main legal basis governing this activity is Article 10 of Decree 155/2020/ND-CP and the Law on Securities 2019, clearly stipulating permitted offering methods in Vietnam, including:

1. Initial Public Offering (IPO):

• Initial offering of shares to mobilize additional capital for the issuer.
• Initial offering of shares to become a public company through changing the ownership structure without increasing charter capital.
• A combination of both forms mentioned above.
• Initial offering of fund certificates to establish a securities investment fund.

2. Additional Public Offering of Shares:

• A public company offers additional shares to the public or issues rights to buy shares to existing shareholders.
• A securities investment fund management company offers additional fund certificates to the public to increase the charter capital of the Investment Fund.

3. Public Offering by Shareholders:

• This is a form where existing shareholders of a public company sell their shares to the public according to legal regulations.

According to Clause 19, Article 4 of the Law on Securities 2019, the essence of the Public Offering of Shares procedure involves offering via one of the following methods: through mass media; offering to 100 or more investors (excluding professional securities investors); or offering to an unspecified number of investors.

Conditions for Public Offering of Shares

Below is a detailed analysis of the conditions applied to each specific subject according to the Law on Securities 2019 and Decree 155/2020/ND-CP (amended by Decree 245/2025/ND-CP).

Conditions for IPO of a Joint Stock Company

Based on Clause 1, Article 15 of the Law on Securities 2019, to execute an IPO, the issuer must meet strict financial and governance standards:

• Charter Capital: Contributed charter capital at the time of offering registration must be 30 billion VND or more based on the value recorded in the accounting books.
• Business Performance: Business operations for 02 consecutive years preceding the offering registration year must be profitable, with no accumulated losses up to the registration year.
• Approval: Have an issuance plan and a plan for using the proceeds approved by the General Meeting of Shareholders (GMS).
• Share Distribution: Minimum 15% of voting shares must be sold to at least 100 investors who are not major shareholders (if charter capital is 1,000 billion VND or more, the ratio is 10%).
• Major Shareholder Commitment: Major shareholders prior to the IPO must commit to collectively holding at least 20% of charter capital for a minimum of 01 year from the end of the offering.
• Legal Compliance: Not currently under criminal prosecution or convicted of crimes infringing upon economic management order without criminal record remission.
• Consulting & Listing: Have a consulting securities company and a commitment to list/register for trading after the offering ends.
• Escrow Account: Must open a blocked account to receive payment for shares.

Conditions for Additional Public Offering by a Public Company

According to Clause 2, Article 15 of the Law on Securities 2019 (amended by Point a, Clause 6, Article 1 of Law No. 56/2024/QH15):

• Meet regulations on capital, issuance plan, legality, consulting, and blocked accounts similar to an IPO.
• The year preceding the registration year must be profitable with no accumulated losses.
• The value of additional shares issued at par value must not exceed the total value of outstanding shares (unless there is an underwriting agreement or issuance for capital increase from equity, swap, or merger).
• For project funding offerings, the sold shares must reach a minimum of 70% of the expected offering. The issuer must have a plan to cover the capital shortfall.

Conditions for Public Offering by Shareholders

Shareholders wishing to divest widely to the public must comply with Article 13 of Decree 155/2020/ND-CP:

• The offered shares must be of an enterprise with charter capital of 30 billion VND or more and profitable business operation in the preceding year with no accumulated losses.
• The offering plan must be approved by the competent authority of the registering organization (if it is an organization).
• Shares must be legally owned by the shareholder and freely transferable.
• Have a consulting securities company and a blocked account.
• Ensure compliance with foreign ownership ratio regulations.
• Approval from the State Bank of Vietnam (SBV) or Ministry of Finance (MoF) if transferring shares of credit institutions or insurance organizations.

>>>See more at: IPO stocks? How to buy and note before buying IPO stocks

Registration Dossier for Public Offering of Shares

The registration dossier is the legal basis for the State Securities Commission (SSC) to grant the Registration Certificate. Clients need to note the latest forms issued with Decree 245/2025/ND-CP.

IPO Dossier Components

(Article 11, Decree 155/2020/ND-CP, amended by Clause 6, Article 1, Decree 245/2025/ND-CP)

• Registration Form for IPO (Form No. 03 – Decree 155/2020/ND-CP).
• Prospectus (Form in Appendix 01 – Circular 118/2020/TT-BTC).
• GMS Decision approving: issuance plan, capital usage plan, and listing. The plan must specify the offering price, quantity, and foreign ownership ratio.
• Audited financial statements for the last 02 years. Note regulations on submission deadlines and semi-annual/quarterly reports (Article 20, Law on Securities 2019).
• Consulting contract with a securities company.
• Underwriting commitment (if any).
• Board of Directors’ Decision approving the dossier.
• Commitment to list or register for trading.
• Agreement with shareholders (if offering shareholder shares).
• Other documents: Company Charter, major shareholders’ commitment on transfer restriction, bank confirmation of blocked account.

Additional Offering Dossier Components

• Registration Form for Additional Public Offering (Form No. 05 – Decree 245/2025/ND-CP).
• Prospectus (Form in Appendix 02 – Circular 118/2020/TT-BTC).
• GMS Decision approving the issuance and capital usage plan. For projects, define a minimum 70% success rate and a shortfall compensation plan.
• Financial statements for the last 02 years.
• Investment project approval decision (if mobilizing capital for projects).
• Audited capital usage report of the most recent offering (within 02 years).
• Bank confirmation of blocked account.
• Commitment regarding non-violation of criminal/economic laws.

Shareholder Offering Dossier Components

• Registration Form for Public Offering by Shareholders (Form No. 06 – Decree 155/2020/ND-CP).
• Prospectus (Form in Appendix 03 – Circular 118/2020/TT-BTC).
• Decision approving the offering plan by the owner (if an organization).
• Shareholder register or VSDC confirmation proving ownership.
• Financial statements for the last 02 years of the organization whose shares are offered.
• Consulting contract.
• Bank confirmation of blocked account.
• Transfer approval from specialized management agencies (if any).

Sequence and Procedures for Public Offering of Shares

The process for Public Offering of Shares is strictly regulated in terms of timing and sequence to ensure information disclosure transparency. Based on Article 41 of Decree 155/2020/ND-CP (amended by Clause 19, Article 1 of Decree 245/2025/ND-CP):

Step 1: Submission The issuer/shareholder submits a complete dossier to the SSC. Amend or supplement if requested.

Step 2: Licensing Completion Within 07 working days from receiving SSC’s notification, submit 06 official Prospectuses to complete the procedure.

Step 3: Certification SSC grants the Certificate of Registration for Public Offering.

Step 4: Information Disclosure Within 07 working days after the Certificate takes effect, publish the Issuance Notice in e-newspapers/print newspapers (03 consecutive issues), the company website, and the Stock Exchange.

Step 5: Distribution Distribute shares according to Article 26 of the Law on Securities 2019.

Step 6: Reporting Results Within 10 days after ending the offering, report results to the SSC with bank confirmation of proceeds; disclose offering results.

Step 7: SSC Feedback Within 03 working days, the SSC notifies receipt of the report or cancels the offering (if violations occur).

Step 8: Fund Release After SSC notification, the issuer may unblock and use the mobilized funds.

>>> See more at: Share Issuance to Swap Debt or Equity of Another Company

Long Phan Consulting Services

Long Phan Consulting Company provides comprehensive solutions for the Public Offering of Shares from Sep 11, 2025, specifically designed to address complex capital structure and compliance issues:

1. Consulting & Roadmap Building:
   • Assessing enterprise status against legal conditions.
   • Advising on financial restructuring and handling accumulated losses (if any).
   • Building optimal issuance and capital usage plans.
2. Drafting & Standardizing Dossiers:
   • Drafting and guiding dossier preparation.
   • Reviewing the Company Charter and internal governance regulations.
   • Working with auditors and securities companies to finalize technical financial documents.
3. Representation & Explanation:
   • Representing Clients to submit dossiers and work directly with the SSC.
   • Explaining and supplementing documents during appraisal.
   • Advising on post-offering procedures: reporting results, listing registration, and fund release.

>>>See more at: The procedure for registering to offer shares of public companies

Common Inquiries

How long does the SSC take to review the dossier?

According to Clause 1, Article 25 of the Law on Securities 2019, within 30 days from receiving a complete and valid dossier, the SSC will consider granting the Certificate. Refusals must be in writing with reasons. This period excludes time for dossier amendments.

What is the timeframe for share distribution?

According to Clause 3, Article 26 of the Law on Securities 2019, distribution must be completed within 90 days from the effective date of the Certificate. The SSC may extend this by a maximum of 30 days. Beyond this, the offering must stop.

Can shares be offered below par value (10,000 VND)?

According to Article 17 of Decree 155/2020/ND-CP, yes, if the market price is lower than par value. The issuer must have a share premium or other equity sources sufficient to cover the difference. This plan requires GMS approval.

Are major shareholders restricted from transfer after IPO?

Yes. According to Point e, Clause 1, Article 15 of the Law on Securities 2019, major shareholders must commit to holding at least 20% of charter capital  for a minimum of 01 year from the offering’s end. Strategic investors (if any) are typically restricted for 03 years.

How is capital usage reported?

According to Article 9 of Decree 155/2020/ND-CP (amended by Clause 5, Article 1 of Decree 245/2025/ND-CP), every 06 months from the offering’s end until full disbursement, the issuer must report to the SSC and disclose information. This report must be audited or reviewed. Changes to the usage plan require GMS approval and reporting.

Conclusion

Securities offering activities demand absolute compliance with the Law on Securities and the latest guiding documents to avoid legal risks. With deep expertise in corporate finance, Long Phan Consulting Company commits to supporting clients in perfecting dossiers effectively. Please contact Hotline 1900636389 for immediate expert advice.