2026 Update: Listing and Trading Registration Conditions
From 1/1/2026, Law 56/2024/QH15 (amending the Securities Law) applies a new requirement: minimum owner's equity of VND 30 billion for listing registrants. This is the most notable change to 2026 listing conditions — and the reason many companies preparing filings need to re-check every requirement.
This article summarizes share listing conditions (HOSE/HNX) and UPCoM trading registration under current regulations.
1. Current legal framework
- Securities Law 54/2019/QH14, amended by Law 56/2024/QH15 — the framework for offering, listing and trading registration conditions.
- Decree 155/2020/ND-CP guiding the Securities Law — detailed conditions (note: amendments are pending; check the latest text before filing).
2. New from 1/1/2026: minimum owner's equity VND 30 billion
Law 56/2024 adds: listing registrants must have owner's equity of at least VND 30 billion, effective 1/1/2026. This raises the listing "entry bar" — a company with VND 30 billion of charter capital but lower equity (from accumulated losses or adjustments) won't qualify. When preparing 2026 filings, check this first, alongside the latest audited financial statements.
3. Share listing conditions
Core conditions for share listing registrants (compiled from the Securities Law and Decree 155/2020):
- Contributed charter capital of at least VND 30 billion at registration.
- Capitalization of at least VND 30 billion (HOSE).
- Business results: profits in the two consecutive years before registration; no accumulated losses at registration; latest-year ROE of at least 5%.
- No overdue debts over 1 year at registration.
- Free float: at least 15% of voting shares held by at least 100 non-major investors; if contributed charter capital is VND 1,000 billion or more, the minimum is 10%.
- Operating history: at least 2 years as a joint-stock company at registration (except statutory exceptions).
- Listing plan approved by the GMS.
- Not undergoing bankruptcy or concluded to have serious legal violations.
HOSE applies the highest standards; HNX has lighter scale thresholds but keeps the profit, overdue-debt and free-float requirements.
4. UPCoM trading registration conditions
UPCoM is the market for public companies not yet listed — a "gateway" to HOSE/HNX, with lighter conditions:
- Being a public company as defined by the Securities Law.
- At least 2 years operating as a joint-stock company (except statutory exceptions).
- Not undergoing bankruptcy.
- A GMS-approved registration plan.
Many companies use UPCoM as a stepping stone: meeting public-company obligations while gradually preparing for listing.
5. Quick comparison
| Criterion | HOSE (listing) | HNX (listing) | UPCoM (trading registration) |
|---|---|---|---|
| Contributed charter capital | ≥ VND 30bn | Lower than HOSE | Per public-company standard |
| Owner's equity (from 2026) | ≥ VND 30bn | ≥ VND 30bn | Not required |
| Latest-year ROE | ≥ 5% | Per regulations | Not required |
| Accumulated losses | None | None | Not required |
| Overdue debt > 1 year | None | None | Not required |
| Free float | 15%/100 investors (10% if capital ≥ VND 1,000bn) | Per regulations | Not required |
| Operating history | ≥ 2 years (except exceptions) | ≥ 2 years (except exceptions) | ≥ 2 years (except exceptions) |
6. Notes for FDI companies going public
The law doesn't prohibit foreign-invested joint-stock companies from listing — if all conditions are met. But FDI companies need extra work:
- Maximum foreign ownership ratio (foreign room) for conditional business lines.
- Company-type conversion if currently an LLC (see the T-022 checklist).
- Charter and governance upgrades to listed-company standards (corporate governance, disclosure, related-party transactions).
8. Indicative timeline and budget for going public
A realistic HOSE listing timetable runs 9–15 months from kickoff to first trading day; UPCoM registration is shorter at 4–7 months. The critical path is almost always the audited financials: you need two consecutive profitable years with no accumulated losses, so companies usually start preparing a full year before the earliest eligible filing date.
Phase 1 (months 1–3): internal restructuring — clean up related-party transactions, settle tax arrears, and confirm the VND 30 billion minimum owner's equity with an independent valuation if revaluation reserves are involved. Phase 2 (months 3–8): appoint the securities company as listing advisor, complete the audit of the two prior fiscal years, draft the prospectus, and obtain the shareholders' resolution approving the listing plan. Phase 3 (months 8–12): file with the State Securities Commission, respond to comments (typically 1–2 rounds), and complete the public offering if shares are issued alongside listing.
Budget realistically: advisory and underwriting fees (1.5–3% of offering value for IPOs), audit fees for restated financials, legal fees, listing and disclosure fees, plus the often-forgotten cost — management time. For UPCoM, the same phases apply but SSC review is lighter, which is why many FDI companies use UPCoM as a stepping stone before a HOSE upgrade.
One warning: the VND 30 billion equity floor is measured at the time of filing, and a dividend payout or loss in the interim can push you below it — freeze major distributions once the listing process starts.
Practical note: Start the SSC pre-filing consultation early — an informal discussion with the State Securities Commission before formal submission often surfaces disclosure issues (related-party transactions, use-of-proceeds plans) that would otherwise trigger a full comment round, saving 4–6 weeks. Also confirm the audit firm's SSC approval status — only approved auditors' reports are accepted for listing filings.
7. FAQ
Q: What is new for HOSE listing conditions in 2026?
A: Minimum owner's equity of VND 30 billion under Law 56/2024, from 1/1/2026. Other core conditions (charter capital ≥ VND 30bn, 2 profitable years, no accumulated losses, no overdue debt > 1 year) remain.
Q: How do HOSE and HNX differ?
A: HOSE has the highest bar (charter capital ≥ VND 30bn, capitalization ≥ VND 30bn, ROE ≥ 5%, 2 years operating). HNX is lighter on scale but keeps profit, debt and free-float requirements.
Q: What are UPCoM registration conditions?
A: Public-company status, 2 years as a joint-stock company (except exceptions), not in bankruptcy, GMS-approved plan.
Q: What is the free float requirement?
A: At least 15% of voting shares held by at least 100 non-major investors; 10% if contributed charter capital is VND 1,000 billion or more.
Q: Can an FDI company list in Vietnam?
A: In principle yes — not prohibited. Review foreign room for conditional sectors, handle type conversion (if an LLC), and upgrade governance to listed standards.
References
- Securities Law 54/2019/QH14; Law 56/2024/QH15 (VND 30bn equity from 1/1/2026).
- Decree 155/2020/ND-CP (note pending amendments).
- Cross-checked via thuvienphapluat.vn at drafting (28/9/2026).
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