File for Registration of Unlisted Securities Transactions: Required Documents and Eligible Entities
What documents are included in the registration dossier for trading unlisted securities?
Pursuant to Article 5 of the Regulations issued in conjunction with Decision 34/QD-HDTV in 2022
The registration dossier for trading is stipulated in Clauses 3 and 4 of Article 6 and Article 134 of Decree 155/2020/ND-CP, detailed in Appendix I issued in conjunction with the Regulation under Decision 34/QD-HDTV in 2022) and the following guidelines:
(1) For public companies with a charter capital of 30 billion VND or more and at least 10% of voting shares held by at least 100 non-major shareholders, the registration dossier includes the documents stipulated in Clause 1 of Article 134 of Decree 155/2020/ND-CP:
- Application for stock trading registration according to Form No. 36 of the appendix issued with Decree 155/2020/ND-CP;
Documents stipulated at points b, c, d, and dd of Clause 1 of Article 33 of Securities Law 2019:
+ Company's charter;
+ Business registration certificate;
+ Information disclosure report about the public company including a summary of the organizational structure, business activities, management structure, shareholder structure, assets, financial situation, and other information;
+ The most recent audited financial statements of the joint-stock company by an independent audit organization.
In the case of capital increases after the end of the most recent fiscal year, the company must supplement the most recent audited financial statements;
+ Certification from the State Securities Commission on the completion of public company registration;
+ Securities registration certificate from the Vietnam Securities Depository and Clearing Corporation and a notification to the Vietnam Securities Depository and Clearing Corporation about the record date for shareholder list registration for trading.
(2) For public companies that have successfully conducted an initial public offering through registration with the State Securities Commission pursuant to Clause 1 of Article 16 of Securities Law 2019, the registration dossier includes the documents stipulated in Clause 2 of Article 134 of Decree 155/2020/ND-CP:
- Application for stock trading registration
- Certification from the State Securities Commission on the completion of public company registration;
- Securities registration certificate from the Vietnam Securities Depository and Clearing Corporation and a notification to the Vietnam Securities Depository and Clearing Corporation about the record date for shareholder list registration for trading.
- Prospectus accompanying the registration certificate for the offering and the result report of the public offering of securities;
- Documents stipulated at points b and c of Clause 1 of Article 33 of Securities Law 2019:
+ Company's charter;
+ Business registration certificate.
(3) For equitized enterprises
For equitized enterprises that are subject to trading registration according to the law on state enterprise conversion, one-member limited liability companies with 100% charter capital held by the state, or public service providers transformed into joint-stock companies:
- In the case of equitization associated with registration, depository, and trading registration:
+ For the case of share sales by auction: The registration dossier includes the documents stipulated in Article 6 of Circular 32/2021/TT-BTC
+ For the case of share sales by book building: The registration dossier includes the documents stipulated in Clause 5 of Article 28 of Circular 21/2019/TT-BTC.
(4) In the case of equitized enterprises that have completed the conversion to a joint-stock company and meet the requirements at point a of Clause 1 of Article 32 of Securities Law 2019: The registration dossier includes the documents as stipulated in (1);
(5) In the case of equitized enterprises that have completed the conversion to a joint-stock company but do not meet the requirements at point a of Clause 1 of Article 32 of Securities Law 2019: The registration dossier includes the documents stipulated in (1), excluding the certification from the State Securities Commission on the completion of public company registration.
What documents are included in the registration dossier for trading unlisted securities? Who is eligible for trading unlisted securities?
Who is eligible for trading unlisted securities?
Pursuant to Clause 1 of Article 133 of Decree 155/2020/ND-CP which stipulates this content as follows:
Subjects and timeline for registration for trading
1. Subjects for trading registration
a) Public companies not listed on the stock exchange;
b) Companies that have been delisted compulsorily or voluntarily but still meet the conditions of a public company;
c) Equitized enterprises that are subject to trading registration according to the law on state enterprise conversion, one-member limited liability companies with 100% charter capital held by the state, or public service providers transformed into joint-stock companies.
The eligible entities for trading registration include:
- Public companies not listed on the stock exchange;
- Companies that have been delisted compulsorily or voluntarily but still meet the conditions of a public company;
- Equitized enterprises that are subject to trading registration according to the law on state enterprise conversion, one-member limited liability companies with 100% charter capital held by the state, or public service providers transformed into joint-stock companies.
What is the timeline for registration for trading unlisted securities?
According to the regulations at Clause 2 of Article 133 of Decree 155/2020/ND-CP about the deadline for registration for trading unlisted securities as follows:
- Public companies must complete the registration of shares at the Vietnam Securities Depository and Clearing Corporation and register for trading on the Upcom trading system as stipulated in points d and dd of Clause 1 of Article 34 of Securities Law 2019;
- Within 07 working days from the effective date of delisting, the stock exchange is responsible for cooperating with the Vietnam Securities Depository and Clearing Corporation to register the trading of shares of the delisted company;
- The registration period for equitized enterprises is implemented according to the law on state enterprise conversion, one-member limited liability companies with 100% charter capital held by the state, or public service providers transformed into joint-stock companies.
Equitized enterprises registering for trading on the Upcom trading system must fulfill their information disclosure obligations according to the law and the stock exchange regulations.
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