A private share offering lets a non-public joint-stock company raise capital from a defined group of investors without the complex public-offering procedures of the Securities Law. But “private” does not mean “free”: the law sets strict conditions on offerees, offering methods and filing dossiers.
This article provides a complete checklist for private share offering dossiers under Articles 123, 124 and 125 of Enterprise Law 59/2020/QH14 (amended by Law 76/2025/QH15) and current guiding documents.
1. Private offering conditions: two red lines (Article 125)
A non-public joint-stock company may privately offer shares only if:
- No offering through mass media — any public advertising or solicitation is prohibited; and
- The offering targets fewer than 100 investors (excluding professional securities investors), or only professional securities investors.
Breaching either condition risks the offering being treated as an unlawful public offering — with serious legal consequences.
2. Checklist: 10 dossier and procedure groups
(1) General Meeting of Shareholders resolution
The GMS approves the offering plan: quantity and class of shares; offering price (or pricing principles); offerees; use-of-proceeds plan; timeline.
(2) Detailed offering plan
The GMS-approved plan document (if separate): schedule, distribution method, handling of unsold shares.
(3) Offering notice to the Business Registration Office
Upon deciding the private offering, the company sends a Notice of private share offering to the Business Registration Office of its head office province (Article 123, Enterprise Law). Important: use the current form in Appendix I of Circular 68/2025/TT-BTC (effective 1 July 2025, amended by Circular 121/2026/TT-BTC) — old forms under Circular 02/2019/TT-BKHDT are no longer valid.
The Office issues a receipt, checks dossier validity, updates the National Business Registration Database and sends its opinion notice to the company.
(4) Existing shareholders pre-emptive rights (Article 124)
Before selling to outside investors, the company must notify each shareholder in writing (ensuring delivery to the contact address in the shareholder register) no later than 15 days before the subscription closing date. The notice must state: shareholder details, current holdings, total shares offered, entitled subscription quantity, offering price, subscription deadline — with a subscription form attached. Shareholders may transfer their pre-emptive rights to others.
(5) List of eligible investors
Compile the investor list meeting Article 125: fewer than 100 investors (excluding professional securities investors) or only professional securities investors. Keep proof of professional-investor status (where applicable).
(6) Share purchase contracts
Sign share purchase contracts with each investor: quantity, price, payment method and schedule.
(7) Procedures for foreign investors (if any)
Foreign investors buying privately offered shares must complete share purchase registration under Article 21 of Investment Law 143/2025/QH15 where registration is required (conditionally-accessible sectors or crossing the 50% charter-capital threshold).
(8) When sale may begin: after 05 working days
The company may sell shares after 05 working days from sending the Notice, provided no objection is received from the business registration authority.
(9) Charter-capital increase registration: within 10 days
Within 10 days of completing the offering, the company must register the charter-capital change with the Business Registration Office (Article 123, Enterprise Law; procedures in Decree 168/2025/ND-CP).
(10) Tax obligations
Individual investors: declare and pay PIT as required. The company: update the shareholder register and archive the offering dossier for inspections.
3. Three common mistakes
| Mistake | Consequence |
|---|---|
| Posting the offering on websites or social media | Breaches the “no mass media” condition — may be treated as an unlawful public offering |
| Using the old notice form (Appendix II-7, Circular 02/2019) | Dossier invalid under current forms (Circular 68/2025/TT-BTC); supplementation required, timeline extended |
| Skipping existing shareholders pre-emptive rights | Shareholders may complain and seek to void transactions; the offering risks partial invalidity |
4. Frequently asked questions
How does a private offering differ from offering to existing shareholders?
Offering to existing shareholders (Article 124) is a form of private offering where new shares are offered pro-rata to current holdings. Private offerings (Article 125) extend to outside investors but remain capped below 100 investors with no public solicitation.
What about private offerings by public companies?
Public companies conducting private placements must comply with the Securities Law 54/2019/QH14 (amended by Law 56/2024/QH15, effective 1 January 2025) — materially stricter, including registration with the State Securities Commission. This article covers non-public companies only.
What if not all offered shares are sold?
Unsold shares are handled per the GMS-approved offering plan; the registered charter-capital increase corresponds to shares actually sold.
5. Conclusion
Private offerings by non-public companies are a “middle-ground” procedure: simpler than public offerings, but demanding strict dossier discipline — GMS resolution, current-form notice, 15-day pre-emptive rights, the 100-investor cap, sale after 05 objection-free days, and capital registration within 10 days. Master these six milestones and the fundraising will run smoothly.
If your company is preparing a private share offering and needs dossier preparation or condition review, contact FLAT Law Firm for advice.
This article is pending review by the QA Council.
Transparency note: this article was prepared by the FLAW AI Legal Council based on the laws in force at the time of writing (15 October 2026). It is for general information only, is not an official document, and does not replace legal advice for any specific case.