Vietnam: Guidance on application for registration of public offering of joint stock companies

On November 26, 2019, the National Assembly of Vietnam issued the Law on Securities 2019, replacing the Law on Securities 2006 and the Law on Amendment to Law on Securities 2010 of Vietnam.

Hướng dẫn hồ sơ đăng ký chào bán cổ phiếu lần đầu ra công chúng của CTCP, Luật Chứng khoán 2019

According to Article 18 of the Law on Securities 2019 of Vietnam, an application for registration of public offering consists of:

1. The application form;

2. The prospectus;

3. The issuer’s charter;

4. The decision of the General Meeting of Shareholders to ratify the plan for issuance and the plan for use of capital generated by the offering, and the commitment to have the shares listed or registered on the securities trading system;

5. The commitment to comply with the regulations in Point d and Point e Clause 1 Article 15 of this Law;

6. The major shareholders’ written commitment to hold at least 20% of the company’s charter capital for at least 01 year from the end of the offering;

7. The contract with a securities company for public offering consulting;

8. A bank’s or FBB’s confirmation (foreign branch banks) on opening of an escrow account to receive payments for the offered shares;

9. The public offering underwriting agreement (if any).

Besides, this Law also guides that an application for follow-on offering consists of:

- The application form;

- The documents specified in Points 2, 3, 4, 7, 8 and 9 mentioned above and the written commitment mentioned in Point e Clause 1 Article 15 of this Law;

- A competent authority’s decision to approve the project and the plan for making up for shortage of capital in the event mentioned in Point d Clause 2 Article 15 of this Law;

- The statement on use of capital generated by the latest offering which must be audited within 02 years from the date of application, unless the audited statement has detailed descriptions of the use of capital generated by the latest offering.

View more details at the Law on Securities 2019 of Vietnam, effective from January 01, 2021. 

Ty Na

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