Offering Securities Under a Court Judgment: Is Registration Required?

According to the provisions of the Securities Law 2006 (amended in 2010), issuers offering securities to the public must register with the State Securities Commission.

In which, securities are evidence confirming the legitimate rights and interests of the owner regarding the assets or capital portion of the issuer. Securities are represented in the form of certificates, book entries, or electronic data, including the following types: stocks, bonds, fund certificates; rights to purchase shares, covered warrants, call options, put options, futures contracts, groups of securities, or stock indexes; investment capital contribution contracts; and other types of securities as stipulated by the Ministry of Finance.

However, according to Clause 2, Article 13 of the Securities Law 2006, the following cases are not required to register for a public offering of securities:

- Offering bonds of the Government of Vietnam;

- Offering bonds of international financial institutions approved by the Government of Vietnam;

- Public offering of shares by state enterprises transformed into joint-stock companies;

- Sale of securities according to a court judgment or decision or the sale of securities by a manager or asset receiver in cases of bankruptcy or insolvency.

Thus: Based on the provisions cited above, in the case of a public offering of securities by a company according to a court judgment or decision, registration for a public offering with the State Securities Commission is not required.

Therefore: In the case where your company carries out a public offering of shares following a court judgment that the company has just received, the company is not required to register with the State Securities Commission.

The above is our advisory perspective on the issue that you are inquiring about.

Respectfully!