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Delisting
8. Delisting

[Last updated: 1 January 2025, unless otherwise noted]

8.1 Methods to take a public company private

Under the Securities Law 2019, a public company must be taken private if it fails to maintain any of the following conditions: (a) it has a paid-up charter capital of VND 30 billion or more, and (b) it has at least 10% of its voting shares owned by 100 or more investors who are not major shareholders. Amendment Securities Law 2024 further requires that a public company must have equity (instead of only contributed charter capital) of VND 30 billion or more. This amendment will take effect from 1 January 2026.  All such conditions are together referred to as the "eligibility requirements".

If a company fails to meet the eligibility requirements, Amendment Securities Law 2024 requires the company to report to the SSC within 15 days from the date of such failure. After one year from the date of failure, while Securities Law 2019 allows the SSC to consider the cancellation on its own initiative, Amendment Securities Law 2024 requires the company to submit a cancellation dossier to the SSC for consideration. If the company fails to submit the dossier, the SSC will then consider the cancellation itself. The company must fully comply with the regulations relating to public companies until the date on which the SSC notifies it of the cancellation of the public company status.

Within seven working days from the date of receipt of the notice of the SSC on the cancellation of the public company status, the company shall be responsible for making public disclosure about the cancellation of the public company status on the company's website and other information portals of the SSC and the relevant stock exchange; as well as carrying out the procedures for delisting or deregistration for trading.

The most commonly used method to take a public company private for the time being is to restructure the shareholding structure to reduce the number of shareholders to fewer than 100 by way of, for example, a share transfer by the shareholders or a share redemption by the company.

8.2 Delisting

Securities shall be delisted on the occurrence of any one of the following:

  • the public company status has been cancelled pursuant to a notification from the SSC;
  • the listed company suspends its main business and production activities, or such activities are suspended, for one year or longer;
  • the enterprise registration certificate or operational license for the specialized industry or business of the listed company is revoked;
  • there is no share trading on the stock exchange for a period of 12 months;
  • shares are not put into trading within 90 days from the date on which the stock exchange approves the listing registration;
  • business and production suffer a loss for three consecutive years, or total accumulated losses exceed the amount of paid-up or contributed charter capital, or the equity of the company is negative in the most recent audited financial statements;
  • the listed company no longer exists as a result of a reorganization, dissolution or bankruptcy;
  • the auditors refuse to conduct an audit of, or disagree with or refuse to provide an opinion on the most recent financial statements of the listed company or have an exceptional opinion for the annual financial statements for three consecutive years;
  • the listed company is late in lodging annual financial statements for a period of three consecutive years;
  • the SSC or the stock exchange discovers that the listed company falsified its application file for listing;
  • the listed company was subject to a penalty for a strictly prohibited offence or conduct as set out under the Securities Law 2019, in particular:
    • directly or indirectly acting fraudulently or cheating, falsifying documents, creating false information, disclosing false information, concealing information, or omitting essential information which causes a severe misunderstanding and adversely affects the following activities: offers of securities, listing and trading securities, conducting business and investing in securities, and providing securities services;
    • using inside information to purchase or sell securities for oneself or for a third party; disclosing or supplying inside information or advising another person to purchase or sell securities on the basis of inside information;
    • committing acts of securities market manipulation which includes one or several of the following acts: (i) using one or more trading accounts of one's own accounts or those of a third party, or colluding in the purchase and sale of securities aimed at creating false supply and demand; (ii) placing orders to buy and sell the same type of securities on the same trading day or colluding with others to buy and sell securities without actual transfer of securities ownership or with the securities ownership transferred within a group in order to create false supply and demand; (iii) continuously buying or selling securities with a controlling quantity at the opening or closing time of the market in order to manipulate securities prices; (iv) trading securities by colluding with or persuading others to continuously place securities buy and sell orders to significantly affect the demand, supply and prices of securities, or manipulate securities prices; (v) offering opinions, whether directly or via the mass media, about a type of security or securities issuer in order to affect the price of that type of security after conducting a transaction and holding the position of that type of security (vi) adopting other methods or performing other trading acts, with or without providing false or inaccurate information to the public, to create artificial demand and supply or manipulate securities prices; or
    • organizing the securities market in violation of the Securities Law 2019.
  • the listed company is suspended or banned from operating its main business lines or activities;
  • the listed company no longer satisfies conditions for listing as a result of merger or split or other restructuring of the companies, or after the completion of merger, split or restructuring, the company fails to carry out the procedures for listing registration, requesting reconsideration of listing conditions or changing listing registration within the specified timeline; or
  • the listed company is in serious breach of its obligation to disclose information, fails to complete its financial obligations to the stock exchange or there are other circumstances in which the stock exchange or SSC considers it necessary to require delisting to protect investors' interests.

    Securities can be delisted at the request of the listed company if the following conditions are met:

  • Conditions for delisting:
    • there is a decision from the GMS to delist which was passed in accordance with the Enterprise Law by more than 50% of the number of voting shares of non-major shareholders; and
    • delisting may only occur after a minimum two-year period has expired from the date of listing on the stock exchange.
  • An application dossier requesting delisting shall comprise:
    • a request to be delisted;
    • a decision of the GMS (in the case of shares) or of the BOM (in the case of delisting guaranteed warrants) passing such voluntary delisting; and
    • a plan on resolving shareholders' interests after delisting as passed by the GMS (in the case of shares).

Any company whose securities are delisted may only register for relisting after trading for at least two years on UPCoM.

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