Who has the authority to issue the certificate of registration of public offering in Vietnam? What are the forms of public offering?
Who has the authority to issue the certificate of registration of public offering in Vietnam?
In Clause 1, Article 25 of the Law on Securities 2019, it is stipulated:
Issuance of certificate of registration of public offering
1. Within 30 days from the receipt of the satisfactory public offering application, SSC shall decide whether to issue the certificate of registration of public offering, or reject the application and provide explanation.
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Thus, the entity with authority to issue the certificate of registration of public offering is the State Securities Commission.
Who has the authority to issue the certificate of registration of public offering in Vietnam? (Image from the Internet)
What are the forms of public offering in Vietnam?
Forms of public securities offering prescribed in Article 10 of Decree 155/2020/ND-CP are as follows:
- Initial public offering (IPO) of securities includes:
+ IPO for raising additional capital to the issuer;
+ IPO to become a public company by changing ownership structure without increasing the issuer’s charter capital;
+ Combination of (a) and (b);
+ Initial public offering of fund certificates for establishment of a securities investment fund.
- Follow-on offering or follow-on public offers (FPO) includes the following cases:
+ A public company conducts an FPO of shares or issues call options to its existing shareholders;
+ A securities investment fund management company conducts and FPO of fund certificates to increase its charter capital.
- Public offering of shares by shareholders of public companies.
- Public offering of bonds and securities by issuers.
What is the application for IPO for conversion of a limited liability company into a joint-stock company in Vietnam?
The application for IPO for conversion of a limited liability company into a joint-stock company is specified in Article 16 of Decree 155/2020/ND-CP including:
- The decision of the Board of Members or the owner of the company to approve the conversion plan, which must specify:
+ The conversion method: with or without raising of additional capital or combination of raising additional capital and sale of stakes of the company’s owner and members;
+ The composition of the company’s charter capital after conversion, including: the quantity of shares of the company’s members/owner, the quantity of shared publicly offered (including: quantity of shares offered to raise additional capital for the issuer, quantity of shares sold as stakes by the company’s owner/members), quantity of shares offered to other entities (if any).
- The decision of the company’s owner or members to approve the issuance plan, the plan for use of revenue generated by the offering (except offering of shares held by shareholders in the manners specified in Point b Clause 1 Article 10 of this Decree) and the listing or registration of shares on securities trading systems, where:
+ The issuance plan must specify the offer price or rules for determination of offer price (unless shares are offered in the manners specified in Point b Clause 1 Article 10 of this Decree) and the quantity of shares offered. The offer price shall be the price approved by the Board of Members or the owner of the company or determined according to the rules approved by the Board of Members or the owner of the company;
+ The capital use plan is the plan for use of the additionally raised capital. In case the offering is meant to raise capital for project execution, the capital use plan shall include the plan for making up for the deficiency in capital generated by the offering for project execution;
+ In case of combination of offering for raising additional capital for the issuer and offering stakes held by the company’s members or owner, the issuance plan shall specify the priority of shares distribution.
- The written commitment to hold bonds of the company’s owner or contributing members.
- A decision of the company’s owner or Board of Members to approve the plan for assuring conformable foreign ownership ratio during the bond offering.
- An agreement between the members whose stakes are offered and the company on the offering plan and offer price (if any).
- The decision of company’s owner or the Board of Directors to approve the public offering application. If the public offering is conducted by a credit institution, the application must be approved in writing by SBV regarding the charter capital increase and transfer as prescribed by credit institution laws. If the public offering is carried out by an insurer, the application must be approved in writing by the Ministry of Finance regarding the charter capital increase and transfer as prescribed by insurance laws.
- The documents specified in Point c, dd and h Clause 1 Article 18 of the Law on Securities and Clauses 1, 2, 4, 5, 6, 8 Article 11 of Decree 155/2020/ND-CP.
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