[Last updated: 1 January 2024, unless otherwise noted]

Legal representative. All companies established in accordance with Vietnamese law must ensure that there is always at least one legal representative residing in Vietnam. If the company has only one legal representative, such person must reside in Vietnam and must authorize in writing another person to exercise the rights and perform the obligations of the legal representative when the former exits Vietnam. Listed companies are also subject to this requirement.

Delisting circumstances. Under Vietnamese laws, there are voluntary delistings and compulsory delistings. A voluntary delisting can be effected if it is approved in the GMS by a resolution of more than 50% of voting shares of non-major shareholders (the specific ratio is set out in the company's charter, if any) and such voluntary delisting is conducted after two years from the date of obtaining the listing approval from HOSE. In terms of compulsory delistings, most of the circumstances in which the shares will be delisted relate to the unstable presence and/or operation of the company in Vietnam. In particular, those circumstances include:

• The company is no longer a public company pursuant to notification from the SSC since it has failed to maintain a paid-up charter capital of at least VND30 billion (approximately US$1.23 million).
• The company is no longer a public company pursuant to notification from the SSC since it has failed to maintain the requirement that at least 10% of the voting shares in the company be held by at least 100 non-major shareholders for a consecutive period of one year commencing from the date on which the company initially failed to satisfy such requirement.
• The company itself suspends its main business and production activities or such activities are suspended, for a one-year period or longer.
• The business (enterprise) registration certificate or operating license for the specialized industry or business line of the company is revoked.
• There is no share trading on the HOSE for a period of 12 months.
• Shares are not admitted to trading within 90 days from the date on which the HOSE approves the listing application.
• Business and production suffer a loss for three consecutive years, or total accumulated losses exceed paid-up charter capital or there is negative equity in the most recent audited financial statements.
• The company no longer exists as the result of restructuring, dissolution, or bankruptcy.
• The auditing company refuses to conduct an audit of, or disagree with, or refuse to provide an opinion on the most recent financial statements of the company or provide a qualified audit opinion on the annual financial statements for three consecutive years.
• The company was late in lodging annual financial statements for a period of three consecutive years.
• The SSC or the HOSE discovers that the company falsified its application file for listing.
• The company has been prosecuted, fined and/or sanctioned for committing the prohibited acts stipulated in Articles 12.1, 12.2, 12.3, and 12.7 of the Law on Securities (e.g., fraud, insider trading, falsifying documents).
• The company is suspended or prohibited from carrying out its main business line or business activities.
• The company fails to meet the listing conditions due to a merger, demerger or restructuring following listing, and fails to carry out the procedures for a renewed listing application, a request for a review of listing conditions or change in listing application within the prescribed time limit.
• The company is in serious breach of its obligation to disclose information or fails to fulfil its financial obligations with the HOSE, or there are other circumstances in which the HOSE or the SSC considers it necessary to require delisting to protect investors' interests.

In terms of a foreign company listing its shares on the HOSE, in addition to the circumstances mentioned above, the shares will be delisted in the event that (i) the main production or business activities of the investment project of such foreign company in Vietnam are suspended for a period of one year or more, or (ii) its investment license is revoked.

As a result, in principle, the company must maintain its stable legal status, presence and operation in Vietnam to avoid being delisted.

Corporate records. The company must keep its corporate records to the same standard as non-listed companies (that is, mostly in accordance with the requirements on keeping corporate records provided in the Law on Enterprises and the Accounting Law). Register of shareholders are maintained and updated by the VSDC.