IPO (Initial Public Offering) is not only a significant financial milestone but also opens opportunities for capital raising, enhancing transparency, and building brand presence in Vietnam’s capital market. However, to successfully conduct an IPO and achieve share listing status, enterprises must go through a strict legal process that requires thorough preparation. The following provides a detailed overview of the IPO process in Vietnam, including mandatory legal requirements.
Legal steps in the IPO process in Vietnam
Step 1. Meeting legal conditions for public offering
According to Clause 1, Article 15 of the 2019 Securities Law, enterprises conducting an IPO must satisfy the following conditions:
- Minimum charter capital of VND 30 billion, based on the par value recorded in accounting books
- Profitable in the two consecutive years prior to the IPO, with no accumulated losses
- Issuance plan and post-IPO capital utilization plan approved by the General Meeting of Shareholders
- Shares with voting rights sold to at least 100 non-major shareholders: minimum of 15% or 10% if charter capital ≥ VND 1,000 billion
- Commitment by major shareholders to retain at least 20% of charter capital for at least one year after the IPO
- The company is not under criminal investigation or subject to an unexpunged conviction
- Must have a securities company as IPO advisor (except if the issuer is itself a securities company)
- Commitment to list or register shares for trading post-IPO
- Establishment of an escrow account to receive funds from investors, released only after successful IPO
Step 2. Preparing legal documents and corporate governance
Enterprises must complete:
- Registration documents as required, including prospectus, charter, resolutions of the General Meeting of Shareholders on IPO plans, and listing commitments
- Commitments from major shareholders to retain shares as prescribe
- IPO advisory contract with a securities company, and confirmation from the bank on the escrow account
Step 3. Filing and licensing by SSC
According to Clause 1, Article 16 of the 2019 Securities Law:
- Enterprises submit documents to the State Securities Commission (SSC)
- Within 30 days, if the application is valid, the SSC issues a Certificate of Public Offering Registration; otherwise, the documents are returned with written explanation.
Step 4. Information disclosure after licensing
After obtaining the certificate, enterprises must:
- Publish the offering announcement in newspapers or online news outlets for three consecutive issues within seven working days from the effective date of the certificate
Step 5. Share issuance and listing
- The enterprise proceeds with share issuance and distribution according to plan
- Once the offering is successful, the company lists shares on the Stock Exchange, in compliance with Listing Regulations (e.g., Decision 22/QĐ-HĐTV 2025 of the Vietnam Stock Exchange)
Step 6. Trend of integrating IPO and listing process
- Currently, the amended Securities Law (2024) allows enterprises to conduct IPO and listing simultaneously, shortening the time to bring shares into trading after the IPO
Key considerations in the IPO process in Vietnam
- Long preparation period: 12–24 months for due diligence, governance transformation, auditing, advisory, etc
- High compliance costsincluding legal documentation, auditing, periodic disclosure, prospectus preparation, underwriting fees, etc
- Strict transparency and governance requirementsshareholder structure, financial statements, disclosure campaigns, post-IPO commitments
- Increasing legal integrationthe SSC is revising regulations to combine IPO and listing into a single process, aligned with globalization trends and increasing attractiveness to foreign investors
Choosing a reputable advisory partner
The IPO process in Vietnam is clearly regulated by law, enhancing transparency and market credibility. However, it requires enterprises to make significant preparation and investment in legal, financial, and governance aspects.
Contact information
IVLF International Consulting Company Limited
Hanoi Office:
📍 R1.7 Eden Rose Urban Area, 908 Kim Giang, Thanh Tri District, Hanoi
📞 (+84) 936 726 065
✉️ info@ivlf-advisors.com
Ho Chi Minh Office:
📍 4/17, HT02 Street, Hiep Thanh Ward, District 12, HCMC
📞 (+84) 936 726 065
✉️ info@ivlf-advisors.com
Contact IVLF for consulting and support in your transactions!
