HOW MANY FORMS OF PUBLIC OFFERING OF SECURITIES ARE THERE? BEFORE OFFERING SECURITIES TO THE PUBLIC, WHICH AGENCY MUST BE REGISTERED WITH?

How many forms of public securities offering are there? Before offering securities to the public, which agency must be registered with? What documents are required to register a public offering of securities for an initial public offering of shares of a joint stock company? Through today’s article, let’s learn more about this issue with Pham Consult!

Pursuant to Article 10 of Decree 155/2020/ND-CP regulating the form of public securities offering as follows:

Form of offering securities to the public

1. Initial public offering of securities includes:

a) Initial public offering of shares to mobilize additional capital for the issuing organization;

b) Initial public offering of shares to become a public company through a change in ownership structure but without increasing the charter capital of the issuing organization;

c) Combine the forms specified in Points a and b of this Clause;

d) Initial public offering of fund certificates to establish a securities investment fund.

2. Offering additional securities to the public includes:

a) A public company offers additional shares to the public or issues share purchase rights to existing shareholders;

b) The securities investment fund management company offers additional fund certificates to the public to increase the investment fund’s charter capital.

3. Shareholders of public companies offer shares to the public.

4. Issuing organizations offer bonds and other securities to the public.

Thus, according to the above regulations, there are 4 forms of offering securities to the public, including:

(1) Initial public offering of securities

(2) Offering additional securities to the public

(3) Shareholders of public companies offer shares to the public.

(4) Issuing organizations offer bonds and other securities to the public.

Pursuant to Article 16 of the Securities Law 2019 stipulates as follows:

Register to offer securities to the public

1. Issuing organizations and shareholders of public companies must register with the State Securities Commission before offering securities to the public, except for the cases specified in Clause 2 of this Article.

2. The following cases are not required to register for public securities offering:

a) Offering for sale of Government debt instruments, Government-guaranteed bonds issued by policy banks, local government bonds;

b) Offering bonds of international financial institutions approved by the Government of Vietnam;

c) Offering shares to the public to convert state-owned enterprises, one-member limited liability companies with 100% charter capital held by state-owned enterprises, and public service units into joint stock companies;

d) The sale of securities under a legally effective court judgment or decision, an Arbitrator’s decision or the sale of securities by a manager or recipient of assets in case of bankruptcy or incapacity. payment ability.

Thus, according to the above regulations, before offering securities to the public, issuers and shareholders of public companies must register with the State Securities Commission, except in the following cases:

(1) Offering for sale of Government debt instruments, Government-guaranteed bonds issued by policy banks, local government bonds;

(2) Offering bonds by international financial institutions approved by the Government of Vietnam;

(3) Offering shares to the public to convert state-owned enterprises, single-member limited liability companies with 100% charter capital held by state-owned enterprises, and public service units into joint stock companies ;

(4) The sale of securities according to a legally effective court judgment or decision, an Arbitrator’s decision or the sale of securities by a manager or recipient of assets in case of bankruptcy or loss solvency.

Pursuant to Clause 1, Article 18 of the Securities Law 2019, the registration file for public securities offering for the form of initial public offering of shares of a joint stock company includes the following documents:

– Initial public offering registration certificate;

– Prospectus;

– Charter of the issuing organization;

– Decision of the General Meeting of Shareholders approving the issuance plan, plan for using capital obtained from the offering and written commitment to list or register to trade shares on the stock exchange system;

– Written commitment to meet the provisions of Points d and e, Clause 1, Article 15 of the Securities Law 2019;

– Written commitment of major shareholders before the initial public offering of shares of the issuing organization to jointly hold at least 20% of the issuing organization’s charter capital for at least 01 year from the date of completion of the offering;

– Consulting contract on public stock offering registration documents with a securities company;
– Written confirmation from the bank or foreign bank branch on opening a blocked account to receive money to buy shares in the offering;
– Underwriting commitment (if any).

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