Form of prospectus for investment companies in Vietnam

Regarding this matter, LawNet would like to answer as follows:

1. What is prospectus?

According to the provisions of Clause 23, Article 4 of the Law on Securities 2019, the term of the prospectus is explained as follows:

Prospectus means a physical or electronic document that contains accurate and objective information about the offering or listing of securities by an issuer.

What content does the prospectus contain?

- In case of public offering of shares and bonds, the prospectus shall contain the following information:

+ Summary of the issuer, including its organizational structure, business operations, assets, financial status, Board of Directors, the Board of members or the company owner, General Director (Director), Deputy General Director (Deputy Director), chief accountant and shareholders (if any);

+ Information about the offering and the offered securities, including: offering conditions, risk factors, estimated profit and dividends of the nearest year after the issuance, the issuance plan and the plan for use of capital generated by the offering;

+ The issuer’s financial statements of the last 02 years as prescribed in Article 20 of the Law on Securities 2019;

+ Other information prescribed in the model prospectus.

- In case of public offering of fund certificates, the prospectus shall contain the following information:

+ The type and scale of the securities investment fund;

+ Investment targets, strategy, method and procedures; investment limits and risk factors of the securities investment fund;

+ Summary of the draft charter of the securities investment fund;

+ The plan for issuance of fund certificates and instructions on making investment in the securities investment fund;

+ Summary of the fund management company and the supervisory bank, regulations on trading with their related persons;

+ Other information prescribed in the model prospectus. (Clause 2, Article 19 of the Law on Securities 2019)

Thus, a prospectus is a physical or electronic document that contains accurate and objective information about the offering or listing of securities by an issuer..

At the same time, the Prospectus provides necessary information for investors to evaluate and make investment decisions in a securities or fund offering.

2. Latest form of prospectus for investment companies in Vietnam

Form of prospectus for investment company (Appendix IV - Circular 98/2020/TT-BTC):Download 

Note: The fund management company is liable to formulate the prospectus or summary prospectus of the fund or securities investment company. The prospectus or summary prospectus must be easily comprehensible and have the primary contents as specified above

The prospectus or summary prospectus must clearly state that the supervisory bank or relevant service provider shall only certify the information concerning its operations and assume responsibility for its operations under terms and conditions of the contract signed with the fund management company and in conformity with regulations of the law, and the information it provides to serve the formulation of the prospectus or summary prospectus. (Clause 4, Article 4, Circular 98/2020/TT-BTC)

3. Who is responsible for signing the Prospectus in Vietnam?

According to the provisions of Clause 3, Article 19 of the Law on Securities 2019, signatures in the Prospectus comply with the following regulations:

- In case of public offering of shares and bonds, the prospectus shall bear the signatures of the Chairperson of the Board of Directors, the Chairperson of the Board of members, the company's President; General Director (Director); CFO or chief accountant of the issuer; legal representative of the consulting organization or underwriter (if any). A letter of authorization is required in case of authorized signing;

- In case of public offering of fund certificates, the prospectus shall bear the signatures of the Chairperson of the Board of Directors, the Chairperson of the Board of members, the company's President; General Director (Director) of the fund management company; legal representative of the underwriter (if any). A letter of authorization is required in case of authorized signing.

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