1. Penalty level for late submission of public company registration documents:

Current law has specific regulations on penalties for late submission of public company registration documents. Pursuant to the provisions of Article 13 of Decree No. 156/2020/ND-CP of the Government stipulating penalties for administrative violations in the field of securities and stock market (later amended in Decree No. 128 /2021/ND-CP of the Government amending and supplementing a number of articles of Decree No. 156/2020/ND-CP dated December 31, 2020 of the Government regulating penalties for administrative violations in the field of securities and stock market), there are specific regulations on violations of regulations on public company registration documents. Accordingly, late submission of public company registration documents will be fined with the following specific penalties:

– Warning for late submission of public company documents for a period of less than 01 month;

– Fines from 5,000,000 VND to 10,000,000 VND for entities that violate regulations on filing public company documents, i.e. late in submitting public company registration documents within a period of time. from 01 month to 03 months;

– Fine from 10,000,000 VND to 30,000,000 VND for entities that are late in submitting public company registration documents according to the provisions of law from over 03 months to 06 months;

– Fines from 50,000,000 VND to 70,000,000 VND for entities that are late in submitting public company registration documents according to the provisions of law for a period of over 06 months to 12 months;

– Fines from 70,000,000 VND to 100,000,000 VND for entities that are late in submitting public company registration documents according to the provisions of law for a period of over 12 months to 24 months;

– Fines from 100,000,000 VND to 150,000,000 VND for entities that are late in submitting public company registration documents according to the provisions of law for a period of over 24 months to 36 months;

– Fine from 150,000,000 VND to 200,000,000 VND for entities that are late in submitting public company registration documents according to the provisions of law for a period of more than 36 months or have acts of not submitting. public company registration documents at the competent state agency;

– A fine from 1,000,000,000 VND to 2,000,000,000 VND shall be imposed on entities that commit acts of falsifying documents and certifying on forged documents that they fully meet the conditions of being a public company. in public company registration documents;

– Additional sanctions that can be applied in this case are confiscation of evidence of administrative violations or confiscation of vehicles used to commit administrative violations;

– The remedial measure that can be applied is to be required to provide complete and accurate information or to be required to carry out public company registration procedures at a competent state agency.

Thus, it can be said that if an enterprise is late in submitting public company registration documents according to the provisions of law, depending on the different timelines, the level of punishment will also be different. The highest fine for late submission of public company registration documents at a competent state agency is up to 200,000,000 VND.

2. Deadline for submitting public company registration documents:

Pursuant to the provisions of Article 32 of the Securities Law 2019, there are regulations on public companies. In particular, the deadline for submitting public company registration documents to competent state agencies is specifically stipulated as follows:

– A public company is determined to be a joint stock company according to the provisions of law when it belongs to one of the following two basic schools: That joint stock company has four contributed charters approved by state agencies has an authority of VND 30,000,000,000 or more and has at least 10% of the shares in the joint stock company with voting rights held by at least 100 investors who are not major shareholders, or The joint stock company has successfully carried out the initial public offering of shares through registration procedures with the competent authority, the State Securities Commission, according to the provisions of Article 16 of the Securities Law. contract in 2019;

– Joint stock companies will have to submit documents to register as a public company based on the provisions of Article 33 of the Securities Law 2019 to the competent state agency, which is the State Securities Commission within the time limit. 90 working days, calculated from the date the joint stock company completes capital contribution and has a shareholder structure that fully meets the conditions prescribed by law;

– Within a period of 15 days as prescribed by law, calculated from the date of receipt of the public company registration file of the joint stock company, if the competent state agency considers that the company registration file is full and valid public offering, or receiving a report on the completion of the initial public offering of a joint stock company, the competent state agency, the State Securities Commission, will have to take responsibility. service and is responsible for confirming the process of completing public company registration procedures, and at the same time announcing the name and business content along with other information directly related to the public company on the Internet. the means of information announced by the State Securities Commission.

According to the above analysis, it can be said that a joint stock company will need to submit a public company registration application within a period of 90 days calculated from the date the joint stock company completes capital contribution procedures and has the opportunity to register as a public company. The shareholder structure meets the legal conditions, that is, at least 10% of the voting shares are held by at least 100 investors who are not major shareholders.

3. Components of public company registration documents:

Pursuant to the provisions of Article 33 of the Securities Law 2019, there are regulations on documents to carry out public company registration procedures at competent state agencies. Accordingly, the public company registration application will have to include the following basic documents:

– List of shareholders of the joint stock company;

– Public company registration form according to the form prescribed by law;

– The charter of the joint stock company has been approved by a competent state agency;

– Business registration certificate issued by a competent state agency;

– Information disclosure about the public company, which will include summary information about the company's organizational model and business operations, management apparatus and stock structure. shareholders, assets and financial situation of the company along with some other basic information;

– The most recent annual financial statements of the joint stock company are audited by an independent audit organization. In case a joint stock company increases its charter capital after the end of the accounting period, the joint stock company will have to supplement its financial statements.

Legal documents used in the article:

– Securities Law 2019;

– Decree No. 156/2020/ND-CP of the Government regulating penalties for administrative violations in the field of securities and stock market;

– Decree No. 128/2021/ND-CP of the Government amending and supplementing a number of articles of Decree No. 156/2020/ND-CP dated December 31, 2020 of the Government regulating penalties for administrative violations in the field of securities and stock market.