Conditions for offering of private shares to increase the capital of the investment company in Vietnam

Conditions for offering of private shares to increase the capital of the investment company in Vietnam (Internet image)

Article 26 of Circular 227/2012/TT-BTC stipulates that the offering of private shares to increase the capital of the investment company must:

• Be passed by the General meeting of shareholders;

• Have a plan for offering private shares which is passed in the latest General meeting of shareholders;

• Comply with Point b Clause 1 Article 87 of the Decree 58/2012/ND-CP;

• When increasing capital by issuing bonus shares or paying dividends by shares, the investment company must have adequate sources from capital surplus and post-tax profit in the latest audited financial statement.

Note: The decrease of the capital of the investment company must:

• Comply with Points a, b, and c Clause 1 of Article 26 of Circular 227/2012/TT-BTC;

• The payment must ensure that the charter capital and net asset value of the investment company after the adjustment do not fall below 50 billion VND;

The order and procedure for making single and additional issues to existing shareholders must comply with the laws on securities and enterprises. Within 10 days after the increase or decrease of the charter capital, the investment company must report the result to the State Securities Commission. The report includes:

• The written request for adjusting the charter capital;

• The meeting minutes and decision made by the General meeting of shareholders or the Board of Directors to approve the increase or decrease of the charter capital of the investment company;

• The adjusted prospectus or charter of the investment company (if any);

• The certification made by the depository bank or supervisory bank of the changed capital;

• The plan for increasing or decreasing the charter capital;

• When making issues to new shareholders, the following documents must be added: For individuals: Personal profiles of shareholders, the valid copy of the Certificate of Trading code registration (applicable to foreign shareholders); For organizations: the valid copy of the License for establishment and operation, the Certificate of Business registration (if any) or the equivalent; the charter, the meeting minutes enclosed with the resolution of the General meeting of shareholders or the Board of Directors in accordance with regulations of the charter, the Member assembly, or the owner on the contributions to investment companies and the appointment of representatives of contributions, the power of attorney, and personal profiles of the representatives; the written approval of the competent State management agencies as prescribed by law; the valid copy of the Certificate of Trading code registration (applicable to foreign organizations);

More details can be found in Circular 227/2012/TT-BTC, which comes into force from July 1, 2013.

Le Vy

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