HÀ NỘI — The domestic stock market could see an additional wave of listings and ownership restructuring as regulators tighten public company requirements under Việt Nam's revised securities and state capital management framework, placing pressure on many large state-controlled enterprises to standardise shareholder structures.

A recent review by the State Securities Commission of Vietnam (SSC) found that among 789 equitised enterprises inspected, 67 failed to satisfy shareholder structure requirements, including 21 enterprises directly owned by the State, known as F1 enterprises and 46 companies with capital contributed by F1 firms, referred to as F2 enterprises. 

Another 53 companies did not meet equity capital requirements, while 41 had yet to complete stock registration or trading registration procedures.

The tightening regulatory environment follows a series of legal changes introduced under Law No. 56/2024/QH15, Decree 245/2025/NĐ-CP, Circular 19/2025/TT-BTC, and Law No. 68/2025/QH15, which govern the management and investment of state capital in enterprises. 

Under the new framework, companies seeking to maintain public company status must have charter capital of at least VNĐ30 billion. From January 1, shareholders' equity must also reach a minimum of VNĐ30 billion (US$1.1 million).

In addition, enterprises are required to maintain at least 10 per cent of voting shares held by at least 100 non-major shareholders, reinforcing free-float requirements in the market. 

The changes have drawn particular attention because many large state-owned enterprises that have already listed shares on the stock exchange continue to maintain exceptionally high state ownership ratios, leaving their free-float shares below the threshold required by securities regulations.

Among the companies highlighted were Petrolimex, PV GAS and Petrovietnam Refining and Petrochemical Corporation (BSR). 

Although these companies have tens of thousands of shareholders, PV GAS reportedly has around 17,000 shareholders, while BSR has approximately 54,000. The proportion of shares held by minority investors remains insufficient under the revised standards.

According to the transitional provisions under Law 68/2025/QH15, public companies converted from wholly state-owned enterprises and currently listed or registered for trading will not immediately lose their public company status if they fail to meet shareholder structure requirements. 

Market participants view the measure as an important transition mechanism, allowing enterprises time to adjust ownership structures gradually.

However, disclosure obligations for non-compliant companies have become stricter. Enterprises must submit reports within 15 days, disclose extraordinary information within 24 hours and complete procedures for cancelling public company status if violations are not remedied within one year.

At annual general meetings held this year, investors reportedly raised concerns regarding the risk of companies losing public company status if shareholder structures are not adjusted in time. Representatives of Petrolimex stated that the group had fulfilled its disclosure obligations, while any reduction in state ownership would depend on instructions from competent authorities.

Besides state divestment, regulators and market experts have identified employee stock ownership plans (ESOPs) as a possible mechanism for improving shareholder dispersion and increasing free-float ratios.

According to the SSC, ESOP issuance could help enterprises satisfy public company conditions while simultaneously strengthening corporate governance and employee engagement. However, Decree 57/2026/NĐ-CP on restructuring state capital currently focuses mainly on divestment, mergers and capital transfers, without explicit provisions regarding ESOP issuance.

The issue remains sensitive for state-controlled companies because additional share issuance may dilute state ownership ratios. Similar debates previously emerged at Vinamilk, where ESOP plans historically faced limited support from state shareholders.

Speaking at a recent seminar organised by the SSC, Nguyễn Thu Thủy, deputy director general of the Department of State-Owned Enterprise Development under the Ministry of Finance, said Decree 57 approaches state capital restructuring from the perspective of handling existing invested capital, whereas ESOP programmes and additional issuance involve expanding investment and diluting ownership ratios.

Thủy said that although ESOP mechanisms are not directly regulated under Decree 57, they remain permissible under specialised legislation such as the Law on Enterprises and the Securities Law.

ESOP or additional issuance increases investment or dilutes ownership ratios, which are not specified in Decree 57 but are fully applicable under specialised laws, she added. — BIZHUB/VNS