Implementation of notification of the maximum foreign ownership limit in a public company

The foreign ownership limit (“FOL”) is one of the important pieces of information in the operation of a public company, particularly in relation to the management of foreign ownership “room”, securities trading, public offerings, securities issuances, and ensuring foreign investors’ market access rights. Under the current securities laws, a public company is not only responsible for determining its FOL, but must also carry out the notification procedure with the State Securities Commission (“SSC”) and disclose information on the FOL to the market. 

1. Basis fordeterminingthe foreign ownership limit 

Under Article 139 of Decree No. 155/2020/ND-CP, as amended and supplemented by Decree No. 245/2025/ND-CP, the FOL in a public company is determined on the basis of treaties to which Vietnam is a member, specialized laws, investment laws, and regulations on business lines subject to market access restrictions for foreign investors. 

Where a company operates in a business line with a specific foreign ownership limit, the company must apply such limit. If the company operates in a business line subject to conditional market access but the law does not specify a foreign ownership limit, the FOL is determined to be 50% of charter capital. For business lines not subject to market access restrictions, foreign ownership is unrestricted. 

Where a public company operates in multiple business lines and such business lines are subject to different foreign ownership limits, the company’s FOL must not exceed the lowest applicable limit among the business lines for which a foreign ownership limit is prescribed. 

2. Obligation to notify the maximum foreign ownership limit

A public company is responsible for self-identifying its investment and business lines and its FOL, and is responsible for the accuracy and legality of such determination.4 

In addition, pursuant to Articles 141.1 and 141.3 of Decree No. 155/2020/ND-CP, a public company must notify its FOL within 07 working days from the date on which the SSC confirms completion of the company’s registration as a public company. If the notification procedure has not yet been completed, the company must complete it before submitting an application for listing registration, listing transfer, trading registration, public offering, securities issuance, or before its shareholder conducts a public offering of shares. 

In addition to the initial notification obligation, a public company must notify any change to its FOL upon the occurrence of an event that changes such ratio, such as a change in investment and business lines, a change in the legal regulations applicable to the business lines in which it operates, or a change in laws relating to foreign ownership limits. 

A notable point under Decree No. 245/2025/ND-CP is that public companies that have not yet completed the FOL notification procedure under Decree No. 155/2020/ND-CP must complete this procedure within 12 months from the effective date of Decree No. 245/2025/ND-CP, i.e., no later than 11 September 2026. 

3. Notification dossier and procedure

The FOL notification dossier includes:5 

  1. A notification on the maximum foreign ownership limit of the company, made according to Form No. 38 in the Appendix issued together with Decree No. 245/2025/ND-CP; 
  2. The enterprise registration certificate, establishment and operation license, or confirmation of change to enterprise registration contents, containing information on registered business lines, or a document issued by a competent state authority confirming the registered business lines; 
  3. Where the public company is an equitized enterprise as prescribed in Clause 2 Article 139 of this Decree, the written approval by the competent authority of the equitization plan, including the maximum foreign ownership limit of the company, if any. 

Under the new regulations, a public company is not required to resubmit certain documents if such documents have already been disclosed on the SSC’s information disclosure system or if information on its business lines has been published on the National Business Registration Portal.6 This regulation helps simplify procedures and reduce the dossier burden on enterprises. 

Within 07 working days from the date of receipt of a valid dossier, the SSC shall issue a written notice confirming receipt of the complete dossier. This notice is sent to the Vietnam Securities Depository and Clearing Corporation (“VSDC”) and the stock exchange where the company is listed or registered for trading. On that basis, VSDC updates the FOL on its system in accordance with regulations. 

4. Obligation to disclose information on foreign ownership limit 

The obligation to notify the FOL to the SSC and the obligation to disclose information on the FOL are two separate but closely related obligations. Disclosure of information does not replace the notification procedure with the SSC; conversely, notification to the SSC does not eliminate the obligation to disclose information to the market. 

Pursuant to Article 13.2 of Circular No. 96/2020/TT-BTC, a public company must disclose information on its FOL and related changes on the company’s website, the stock exchange, VSDC, and the SSC’s information disclosure system. 

Accordingly, to ensure compliance, a public company should fully perform both steps: submit a complete and proper notification dossier to the SSC and disclose information with the correct content, through the correct channels, and within the prescribed time limits under the law. 

5. Legal risks and recommendations

Failure to perform, or incomplete performance of, the obligation to notify and disclose information on the FOL may expose the company to risks of administrative sanctions, remedial measures, impacts on listing registration, trading registration, public offering or securities issuance procedures, and inaccurate information on foreign ownership “room” on the trading system. 

(4) Article 141.2 of Decree No. 155/2020/ND-CP, Article 57.1(b) Decree No. 245/2025/ND-CP.

(5) Article 142 of Decree No. 155/2020/ND-CP, Article 1.58(b) and 2.5 Decree No. 245/2025/ND-CP.

(6) Article 1.58(d) and 2.5 Decree No. 245/2025/ND-CP. 

Submission date: 20/6/2026

Related post: Legal framework for determining the maximum foreign ownership limit for listed enterprises

Disclaimers:

This article is for general information purposes only and is not intended to provide any legal advice for any particular case. The legal provisions referenced in the content are in effect at the time of publication but may have expired at the time you read the content. We therefore advise that you always consult a professional consultant before applying any content.

For issues related to the content or intellectual property rights of the article, please email cs@apolatlegal.vn.

Apolat Legal is a law firm in Vietnam with experience and capacity to provide consulting services related to Business and Investment and contact our team of lawyers in Vietnam via email info@apolatlegal.com.

 



Nguồn: https://ift.tt/rUCcmBM
Map: https://goo.gl/maps/JbCF1FiWPuD2Jsnx6
Thông tin: https://www.google.com.vn/search?q=Apolat+Legal&kponly=&kgmid=/g/11jkvqgmw_

Comments

Post a Comment

Popular posts from this blog

Conditions for Foreign Investors to Operate in the Labor Outsourcing Sector in Vietnam

In recent years, along with the rapid development of Vietnam’s economy, the demand for short-term, seasonal, or project-based labor has been increasing significantly. Enterprises, especially foreign-invested companies and factory projects in industrial parks and export processing zones, often have a recurring need for additional human resources but may not wish or be able to sign direct labor contracts. In this context, labor outsourcing services (also referred to as labor supply services) have emerged as an effective solution, enabling businesses to manage their workforce more flexibly while ensuring the protection of employees’ rights and benefits through their legal relationship with the labor outsourcing enterprise.  However, unlike normal business activities, labor outsourcing is classified under Vietnamese law as a conditional business line. Moreover, the scope of jobs that may be outsourced is restricted by legal regulations. This article provides a detailed analysis of the...
Read more

Overview of payment intermediary services and licensing procedures under Decree 52

This article provides an overview of payment intermediary services and the necessary procedures for applying for a License to provide such services as stipulated in Decree 52/2024/ND-CP regulating non-cash payments (“ Decree 52 ”). The content below covers the definition of payment intermediary services, the organizations authorized to provide them, and the specific dossier and procedures for issuing a License for the provision of payment intermediary services (“ Payment Intermediary License ”) as mandated by the State Bank of Vietnam.   1. Payment Intermediary Services Definition and Scope:  Payment intermediary services include the following specific activities:   Financial switching services;   International financial switching services;   Electronic clearing services;   E-wallet services;   Collection and payment support services; and   Electronic payment gateway services.   The provision of these ...
Read more

The role of intellectual property expert opinions in resolving intellectual property infringement

Image
Intellectual property infringement 1. The connection between expert opinions and resolving intellectual property infringement   The legal framework for intellectual property in Vietnam, especially the Law on Intellectual Property, clearly stipulates the role of IP expert assessment in determining infringement acts. An expert opinion issued by VIPRI is a crucial, highly specialized piece of evidence that provides a basis for agencies such as Courts, Police, Customs, etc., to assess the degree of similarity, likelihood of confusion, or other factors related to the infringement act.   Particularly in complex cases involving intellectual property rights such as inventions, industrial designs, trademarks, or copyrights, the expert opinion plays a pivotal role in clarifying specialized elements that disputing parties or competent authorities often find difficult to assess themselves. For instance, for inventions, determining novelty, inventive step, or industrial applicability ...
Read more