Forms of offering shares of a joint-stock company in Vietnam

Forms of offering shares of a joint-stock company in Vietnam (Internet image)

1. Forms of offering shares of a joint-stock company in Vietnam

According to Clause 1, Article 123 of the Law on Enterprise 2020,  offering shares means the company’s increase in charter capital by increasing the quantity of shares, types of authorized shares.

According to Clause 2, Article 123 of the Law on Enterprise 2020, shares may be offered as follows:

- Offering shares to existing shareholders;

- Private placement of shares;

- Public offering of shares.

Public offering of shares, offering of shares of public companies and other organization shall be carried out in accordance with securities laws. (Clause 3, Article 123 of the Law on Enterprise 2020)

2. Offering of shares to existing shareholders in Vietnam

Article 124 of the Law on Enterprise 2020 stipulates the form of offering of shares to existing shareholders as follows:

Offering of shares to existing shareholders is an event in which the company increases the quantity and types of authorized and sell all of these shares to all shareholders in proportion to their holdings in the company.

The offering of shares to existing shareholders by a non-public joint stock company shall be carried out as follows:

- The company shall send a written notification by express mail to the shareholders’ mailing addresses written in the shareholder register at least 15 days before the deadline for subscribing for shares;

- The notification shall contain:

+ The full name, signature, mailing address, nationality and legal document number if the shareholder is an individual;

+ Names, EID numbers or legal document number and headquarters address if the shareholder is an organization;

+ The shareholder’s current shares and holding;

+ The total quantity of shares offered and the number of shareholders having the right to buy them;

+ The offered price;

+ Deadline for subscribing;

+ Full name and signature of the company’s legal representative.

The notification shall be enclosed with the share subscription form issued by the company. If the share subscription form is not sent to the company by the deadline, it will be considered that the shareholder has renounced the right to buy shares;

- Shareholders may transfer their right to buy shares to other persons.

If the offered shares are undersubscribed, the Board of Directors is entitled to sell the remaining number of authorized shares to the company’s shareholders and other persons under conditions that are not more favorable than those offered to the shareholders, unless otherwise accepted by the GMS or prescribed by securities laws.

Shares are considered soled when they are fully paid for and information about the buyer specified in Clause 2 Article 122 of the Law on Enterprise 2020 is fully recorded in the shareholder register. From that time, the buyer is a shareholder of the company.

After the shares are fully paid for, the company shall issue and deliver the share certificate to the buyer. In case a share certificate is not delivered, information about the shareholder specified in Clause 2 Article 122 of the Law on Enterprise 2020 shall be recorded in the shareholder register to certify the shareholder’s owner of shares.

3. Private placement of shares in Vietnam

Article 125 of the Law on Enterprise 2020 stipulates the private placement of shares as follows:

The private placement of shares of a non-public joint stock company shall satisfy the following conditions:

- The offering is not made through mass media;

- Shares are offered to fewer than 100 investors, not including professional securities investors or only offered to professional securities investors.

The private placement of shares of a non-public joint stock company shall be carried out as follows:

- The company shall issue a decision on private placement of shares in accordance with the Law on Enterprise 2020;

- The company’s shareholders exercise their rights to buy shares in accordance with Clause 2 Article 124 of the Law on Enterprise 2020, except consolidation and acquisition of companies;

- In case the shares are not completely bought by the shareholders and the persons that receive the rights to buy shares, the remaining number of shares shall be offered by private placement under conditions that are not more favorable than those offered to the shareholders, unless otherwise accepted by the GMS.

Foreign investors that buy shares offered in accordance with this Article shall complete the procedures for purchasing shares specified in the Law on Investment.

Van Trong

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