The procedure for registering to offer shares of public companies

Registering to offer shares of public companies is a key process in a business’s financial and development strategy. This process requires strict compliance with legal regulations, ensuring transparency and protecting the interests of investors. The following article by Long Phan will provide a comprehensive overview of the important steps, conditions and requirements in the process of registering to sell shares in the Vietnamese market.

Conditions for registering to offer shares of public companies

Pursuant to Clause 2, Article 15 of the Law on Securities 2019, conditions for offering additional shares to the public of public companies include:

• Contributed charter capital at the time of registration for offering is 30 billion VND or more calculated according to the value recorded in the accounting books;
• Have an issuance plan and a plan to use capital obtained from the stock offering approved by the General Meeting of Shareholders;
• The issuing organization is not under criminal prosecution or has been convicted of one of the crimes of violating the economic management order but has not had its criminal record erased;
• There is a securities company that advises on registration documents to offer shares to the public, except in cases where the issuing organization is a securities company;
• Have a commitment and must list or register to trade shares on the stock exchange system after the end of the offering;
• The issuing organization must open an escrow account to receive money to buy shares in the offering;
• Business activities of the year immediately preceding the year of registration for offering must be profitable and have no accumulated losses up to the year of registration for offering;
• The value of additional shares issued at par value shall not be greater than the total value of outstanding shares calculated at par value, except in cases where there is an issuance guarantee with a commitment to purchase all shares of the issuing organization for resale or purchase the remaining undistributed shares of the issuing organization, issuance to increase capital from equity capital, issuance for conversion, consolidation, and merger of enterprises;
• For a public offering aimed at mobilizing capital to implement the issuer’s project, the shares sold to investors must reach a minimum of 70% of the shares expected to be offered. The issuing organization must have a plan to compensate for the shortage of capital expected to be mobilized from the offering to implement the project.

The dossier for registering to offer shares of public companies

Pursuant to Article 12 of Decree 155/2020/ND-CP stipulating that the registration dossier for offering additional shares to the public of a public company will include:

1. Registration form for offering for sale according to Form No. 05 Appendix issued with Decree 155/2020/ND-CP.
2. Decision of the General Meeting of Shareholders approving the issuance plan, plan for using capital obtained from the offering, through listing or registering to trade shares on the stock exchange system, in which:

• The issuance plan must clearly state: type of shares offered; number of shares of each type offered for sale; characteristics of the shares (in case the shares offered are not common shares); offering price or principles for determining the offering price or authorizing the Board of Directors to determine the offering price; Approve or authorize the Board of Directors to approve a plan to ensure the issuance of shares meets regulations on foreign ownership ratio. In case the issuance plan does not specifically state the offering price or principles for determining the offering price, the offering price is determined according to the provisions of the Law on Enterprise;
• For the offering to implement the project, the capital use plan must determine the successful offering rate for the purpose of implementing the project to be at least 70% of the total number of shares expected to be offered to implement the projects; the plan to compensate for the shortfall in capital expected to be mobilized from the offering to implement the projects.

3. The issuing organization’s financial statements for the last 2 years must meet the provisions of Article 20 of the Law on Securities 2019, in which:

• In case the dossier is submitted within 60 days from the end of the annual accounting period, the annual financial statements of the previous year in the original dossier may be unaudited financial statements, but must have Audited financial statements of the two preceding years. In case the issuer completes the dossier after 90 days from the end of the annual accounting period, the issuer must supplement the most recent audited annual financial statement;
• In case the issuing organization issues shares to increase charter capital after the end date of the most recent audited or reviewed accounting period (except for the cases of issuing shares to pay dividends, issuing shares to increase share capital from equity capital, issuing bonus shares to employees, issuing shares to convert bonds), the issuing organization must supplement the report on the owner’s capital contribution audited by an approved auditing organization.

4. Documents specified in Points c, h, Clause 1, Points c, d, Clause 2, Article 18 of the Law on Securities 2019; Clauses 2, 5, 6, 7, 8, Article 11 of Decree 155/2020/ND-CP and a written commitment to meet the provisions of Point e, Clause 1, Article 15 of the Law on Securities 2019.

Procedures for registering to offer shares of public companies

Step 1: Submit application

• The public company submits an application to register for additional public offering of shares of the public company to the State Securities Commission.

Step 2: Receive, review documents and issue certificates

• Within 30 days from the date of receipt of complete and valid public securities offering registration documents, the State Securities Commission shall issue a Certificate of public securities offering registration; In case of refusal, a written response must be made clearly stating the reason.
• Within 07 working days from the effective date of the Certificate of Registration for Public Offering of Securities, the issuing organization must publish the Notice of issuance on 01 electronic or printed newspaper in 03 issues. consecutive.

>>> Reference: Initial stock offering process.

Consulting and support for registering to offer shares of public companies at Long Phan

With extensive experience and a team of capable experts, Long Phan is proud to be a reliable partner in providing professional services, supporting businesses in the stock offering registration process, ensuring compliance with legal regulations and optimizing benefits for businesses. Our services include:

• Comprehensive advice on regulations regarding the offer shares of public companies.
• Assist in preparing and drafting necessary documents for stock offering registration dossiers to ensure that the dossiers are presented clearly, accurately, and in accordance with the requirements of management agencies.
• Support reviewing and checking all documents to ensure validity and compliance with current regulations.
• Representing customers to submit applications and work with state agencies.
• Monitor the document processing process and quickly report results to customers.

Registering to offer shares of public companies is an important step in the business development process, and Long Phan will be a reliable partner to accompany you. If you are looking for a professional solution for registering a stock offering, please contact Long Phan immediately via the hotline 0906735386 to receive free consultation and comprehensive support.