Vietnam Business Law

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New (but not fully mandatory) model charter for public companies

Under Decision 15/2007 of the Ministry of Finance, public listed shareholding companies in Vietnam are required to adopt the model charter under Decision 15/2007. From 17 September 2012, Decision 15/2007 is repealed by Circular 121/2012 of the Ministry of Finance providing corporate governance rules of public companies (including both listed and unlisted public companies). Circular 121/2012 also contains a model charter for public companies in replace of the one under Decision 15/2007. However, public companies are only required to "refer to" the model charter to prepare their own charters. So the new model charter is not mandatory for public companies under Circular 121/2012. That being said, the new model charter may still be mandatory for listed public companies, which are subject to listing rules of the relevant stock exchanges.