What are stocks in Vietnam? What are the latest forms and conditions for the public offering of shares by shareholders of a public company?
What are stocks in Vietnam?
Pursuant to the provisions of Clause 1, Article 121 of the Law on Enterprises 2020, the provisions on shares are accordingly:
“Article 121. Shares
1. Shares are certificates issued by a joint-stock company, book entries or electronic data certifying the ownership of one or several shares of that company."
At the same time, according to the provisions of Clause 2, Article 4 of the Law on Securities, 2019 stipulates that a stock is a type of security that confirms the lawful rights and interests of the owner to a part of the share capital of the issuer, which is the basis for represents the ownership of shares of that company.
There are two types of stocks in Vietnam:
+ Common shares: Holders of common shares will have the rights to manage and control the company's activities such as attending meetings of the Board of Directors, voting on company issues.
+ Preference shares: To own preferential rights such as preferential rights on dividends or preferential rights on voting.
What are the main contents recorded on shares?
According to the provisions of Article 121 of the Law on Enterprises 2020, a stock must have the following main contents:
+ Name, enterprise code, address of the company's head office;
+ Number of shares and types of shares;
+ The par value of each share and the total par value of the number of shares recorded on the share;
+ Full name, contact address, nationality, number of legal papers of the individual, for shareholders being individuals; name, enterprise code or number of legal papers of the organization, head office address, for shareholders being organizations;
+ Signature of the legal representative of the company;
+ Number of "registration" in the register of shareholders of the company and date of issue of shares;
+ Other contents as prescribed in Articles 116, 117 and 118 of this Law, for shares of preferred shares.
If there is an error in the content and form of shares issued by the company, the rights and interests of the owners of such shares will not be affected. The legal representative of the company is responsible for the damage caused by such errors.
In case the shares are lost, damaged or destroyed in another form, the shareholder shall be re-issued with shares by the company at the request of such shareholder. The shareholder's proposal must include the following contents:
+ Information about shares that have been lost, damaged or otherwise destroyed;
+ Commitment to be responsible for disputes arising from the re-issuance of new shares.
What are stocks in Vietnam? Form and conditions for the latest public offering of shares by shareholders of a public company?
Regulations on conditions for offering shares to the public?
- Pursuant to Article 13 of Decree 155/2020/ND-CP stipulating the conditions for a public offering of shares by shareholders of a public company, including:
+ Shares to be offered for sale must be shares of an enterprise that meets the conditions specified at Point a, Clause 1, and Point b, Clause 2, Article 15 of the Law on Securities.
+ In case the shareholder registering for the offering is an organization, the plan to offer shares must be approved by the competent authority of the organization registering the offering in accordance with the provisions of the Law on Enterprises and the charter of the shareholder registering the offering. sell.
+ Shares offered for sale are owned by shareholders registering for the offering and are freely transferable.
+ Having a securities company advise on the application for registration of a public offering of shares, unless the shareholder registering the offering is a securities company.
+ Shareholders registering for the offering must open an escrow account to receive money to buy shares of the offering.
+ The offering of shares meets the regulations on the rate of foreign ownership in the public company whose shares are offered for sale.
+ Having the approval of the State Bank of Vietnam and the Ministry of Finance on the transfer of shares of credit institutions or insurance business organizations by shareholders in cases where such approval is required in accordance with the provisions of law on credit institutions, the law on insurance business.
- Pursuant to Article 15 of Decree 155/2020/ND-CP stipulating the conditions for the initial public offering of shares to convert a limited liability company into a joint stock company, including:
There is a plan to convert the limited liability company into a joint stock company approved by the Members' Council or the company's owner.
+ Having an issuance plan approved by the Members' Council or the company's owner; has a plan to use the capital raised from the offering (except for the case of an offering in the form specified at Point b, Clause 1, Article 10 of this Decree) approved by the Members' Council or the company's owner.
+ Capital-contributing members or company owners must commit to jointly hold at least 20% of the charter capital of the issuer for at least 1 year from the date of closing the offering.
+ The offering of shares meets the regulations on the rate of foreign ownership in a public company as prescribed by law.
+ There is an agreement between the member whose capital portion is offered for sale and the issuing organization on the offering plan and the offering price in case of offering for sale of the member's contributed capital portion.
+ Conditions specified at Points a, b, d, e, g, h and i, Clause 1, Article 15 of the Law on Securities.
- Pursuant to Article 17 of Decree 155/2020/ND-CP stipulating the conditions for a public company to offer more shares to the public at a price lower than par value, including:
+ The share price of the issuer traded on the securities trading system is lower than the par value, in which the share price is calculated by the average of the reference price of 60 consecutive trading days before the closing date of the stock list. shareholders to get opinions or convene the General Meeting of Shareholders to approve the issuance plan.
+ Having enough share capital surplus based on the most recent audited financial statements to cover the negative surplus arising from the offering of shares below par value.
+ Satisfy the conditions specified in Clause 2, Article 15 of the Law on Securities.
The above is the latest regulation on the conditions for the public offering of shares to the public of shareholders of a public company.
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