On November 19, 2012, the Ministry of Finance issued the Circular No. 204/2012/TT-BTC guiding the dossier and procedure for public offering of securities.
The newly-issued Circular is considered as the guiding document for the Law on Securities 2006, Decree 58/2012/ND-CP and Decree 118/2008/ND-CP regarding to the application dossier, the announcement and reporting responsibility of issuers, as well as the handling responsibility of the State Securities Commission.
This Circular prescribes that the general dossier of application for public offering of stocks shall comprise of the following:
a. the written application form for public offering of stocks;
b. the prospectus form with the details of the Company;
c. the authenticated copy of the company’s charter;
d. the Decision of the General Assembly of stockholders on passing the plan for issuing,
e. the plan for using the capital raised from the public offering of stocks and the commitment on the securities trading;
f. the decision of the Board of Directors on approving the dossier of application;
g. the contract for consultancy on the dossier of application for public offering of stocks with the securities company, unless the issuer is a securities company; and
h. Other relevant documents.
In particular, the Circular requires that the new enterprises in infrastructure, high-technology shall make public offering of its stocks. This also shall be applicable in the case of consolidation and merger of Enterprises.
The dossier of application for public offering of securities, physical and soft copy, shall be made in Vietnamese and submitted to the State Securities Commission at the address provided thereof.
The dossier shall be sent to the Ministry (Service) of Planning and Investment of the province or city where the issuer is issued the Certificate of Business Registration, within 15 days of the last date of the offering, unless the major stockholders offer stocks to the public. This is submitted to change the business registration with the new charter capital as prescribed by the Law on Enterprises.
This Circular takes effect on January 03, 2013, and supersedes the Circular No. 17/2007/TT-BTC dated March 13, 2007 of the Ministry of Finance.
In our opinion, the new Circular enhances the scope of governing with detailed requirement and timeline in document procedure. Every Enterprise can follow the instruction to complete the application dossier. However, with regard to the special cases of business, it may take time and effort to collect and present the document as requested. It is advisable that the decision of public offering should be implemented after a considerable planning for it to be successful.