I. Conditions for Public Companies to Offer Shares Overseas

According to legal regulations, public companies in Vietnam can offer shares overseas if they meet certain specific conditions. This process is governed not only by the provisions of the 2019 Securities Law but also by the Decree No. 155/2020/ND-CP. To understand this procedure thoroughly, it is essential to grasp the concept of a public company and the necessary conditions for conducting an overseas share offering.

II. Concept of a Public Company

A public company is a type of joint-stock company that satisfies one of two conditions. Firstly, it refers to companies with a charter capital of 30 billion VND or more and at least 10% of voting shares held by a minimum of 100 non-major shareholders. In this case, the company must submit a registration dossier to the State Securities Commission (SSC) within 90 days from the date of completing the capital contribution and achieving the required shareholder structure.

Secondly, a public company can also be one that has successfully conducted an initial public offering (IPO) after registering with the SSC. An IPO marks a significant milestone, formally categorizing the company as a public company.

III. Conditions for Offering Shares Overseas

A public company may offer shares overseas after obtaining approval from the State Securities Commission. To be approved, the company must fulfill several legal conditions.

First, the proportion of foreign ownership in the company must comply with the regulations of Vietnamese law. This is crucial in ensuring a balance between domestic and foreign investors, preventing any imbalance in shareholder structure.

Second, the overseas share offering must be approved by the General Meeting of Shareholders. This ensures transparency in the decision-making process and clearly defines the plan for using the proceeds from the share sale.

Additionally, the company must adhere to foreign exchange management regulations. This guarantees that the capital raised from the overseas share offering is managed appropriately and does not cause issues related to exchange rates or cash flows.

If the company is a credit institution or an insurance business, the overseas share offering must also receive approval from the State Bank of Vietnam or the Ministry of Finance, depending on the company’s field of operation. These are important requirements to ensure that key institutions in the economy are closely regulated when raising capital from abroad.

Thus, the process of offering shares overseas by a public company depends not only on internal agreement but also on complying with a series of legal regulations, ranging from foreign ownership ratios to foreign exchange management and approvals from competent authorities. This ensures that the overseas capital raising process is transparent and secure, contributing to the sustainable development of the business.

IV. About Us, Hankuk Law Firm

■ Hankuk Law Firm – Introduction

The goal of the legal services provided by HANKUK LAW FIRM is to support businesses, investors, and people. Our organization employs skilled Korean lawyers, partners, and professionals to provide legal services to businesses related to corporations and litigation.

To support the startup process, our lawyers and staff provide a wide range of services, including business law consulting, tax and immigration law consulting, real estate services, business consulting, marketing and communications, human resources, product distribution, franchise options, etc. We provide expert advice on every aspect of your business needs.

To protect the legitimate rights and interests of our clients and achieve the best results, we provide legal advice and participate in civil lawsuits related to business, labor, marriage, family, and inheritance.

■ Contact us now

For reliable and effective legal advice, please contact HANKUK LAW FIRM now. We are committed to providing you with the best possible answers and our team of experienced lawyers has extensive knowledge in many legal fields. We are always here to provide the most competent and dedicated support, whether you are dealing with contractual issues, commercial disputes or need guidance on foreign investment. HANKUK LAW FIRM is honored to have assisted hundreds of domestic and international clients in skillfully resolving complex legal issues as their trusted legal partner. Do not let legal issues hinder your success. Let us accompany you towards legal achievement and comfort. For prompt guidance and support to ensure your rights are always maintained at the highest standards, contact HANKUK LAW FIRM now.

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