What conditions must shareholders of a public company meet to offer shares to the public

What conditions must be met for shareholders of a public company to offer shares to the public? What does the stock offering registration dossier in this case include?

1. What is a public company?

According to the provisions of Clause 1, Article 32 of the Securities Law 2019, a public company is a joint stock company in one of the following two cases:

– A company with a contributed charter capital of VND 30 billion or more and a minimum of 10% of the voting shares held by at least 100 investors not a major shareholder;

– The company has successfully made an initial public offering of shares through registration with the State Securities Commission.

2. In what cases do shareholders of a public company want to offer shares to the public?

According to the provisions of Article 13 of Decree 155/2020/ND-CP, in order to offer shares to the public, shareholders of a public company must meet the following conditions:

– The shares offered must be shares of an enterprise that meets the conditions: The following:

+ The charter capital contributed at the time of registration for the offering is VND 30 billion or more calculated according to the value recorded in the accounting books;

+ Business activities of the year immediately preceding the year of registration for the offering must be profitable, and there must be no accumulated losses up to the year of registration for the offering.

– In case the shareholder registering for the offering is an organization, the option is The offering of shares must be approved by the competent authority of the organization registering the offering.

– The shares being offered are owned by the shareholder registering for the offering and are freely transferable shares.

– There is a securities company that advises on the registration file to offer shares to the public, unless the shareholder registering for the offering is a securities company.

– Shares The shareholder registering for the offering must open a blocked account to receive money to buy shares in the offering.

– The offering of shares meets the regulations on foreign ownership ratio in the public company whose shares are offered for sale.

– There is approval from the State Bank of Vietnam and the Ministry of Finance for shareholders to transfer shares of credit institutions and insurance business organizations in cases where approval is required according to the provisions of law on credit institutions and law on insurance business.

3. What documents do shareholders of a public company who want to offer shares to the public need to prepare?

Dossier to register a public offering of shares to the public is specified in Article 14 of Decree 155/2020/ND-CP including:

– Offer registration form sale;

– Prospectus;

– Decision of the competent authority of the shareholder registering for the offering as an organization approving the offering plan, which includes:

+ Type of shares offered;

+ Number of shares offered;

+ Offering price or original price Rules for determining the offering price or authorization to determine the offering price.

– Shareholder registration book or confirmation from the Vietnam Securities Depository and Clearing Corporation or depository member or certificate of stock ownership.

– Financial statements for the last 02 years of the organization whose shares are offered for sale, in which case the shareholder registers for the offering to complete the dossier after 90 days From the end of the annual accounting period, the shareholder registering for the offering must supplement the most recent audited annual financial statement of the organization whose shares are being offered.

– Consulting contract on registration documents for public offering of shares with a securities company, except in cases where the shareholder registering for the offering is a securities company.

– Written confirmation of the bank or foreign bank branch on the Shareholders registering for the offering open a blocked account to receive money to buy shares in the offering.

– Decision of the competent authority of the shareholder registering for the offering who is an organization approving a plan to ensure that the stock offering meets the regulations on foreign ownership ratio at the public company whose shares are offered.

– Written approval of the State Bank of Vietnam and the Ministry of Finance on the transfer of shareholders Share transfer (if any).

Thus, to carry out a public offering of shares, shareholders of a public company need to ensure the conditions for being allowed to offer listed above. When ensuring eligibility, shareholders of a public company must fully prepare the documents mentioned above to be able to make the offering.