Chapter III
PRIVATE PLACEMENT OF SHARES
Article 8. Conditions on a private placement of shares
1. The placing institution is an enterprise defined in Article 2 of this Decree.
2. There is a decision of the Shareholders General Meeting or the Board of Directors adopting a plan on private placement of shares and a plan on use of proceeds from the placement according to the company charter or under the authority given by the Shareholders General Meeting to the Board of Directors (for joint-stock companies); or authority of the Members Council or the company owner (for limited liability companies transformed into joint-stock companies); the enterprise owner, for wholly foreign-owned enterprises; or the Board of Directors, for joint-venture enterprises (for foreign-invested enterprises transformed into joint-stock companies).
The placement plan must clearly identify investors eligible for placement of shares that will be fewer than 100 in number and restricted from transferring shares within at least one year after the placement is completed.
In case shares are placed to strategic partners, the placing institution shall elaborate criteria for identifying and selecting strategic partners. These strategic partners must be domestic or overseas organizations and individuals that have adequate financial capability, are capable of business administration, transfer of new technologies, supply of raw materials and materials, market development, and commit to attach their longterm benefits to the enterprise.
Persons with interests related to the private placement of shares may not vote to adopt the Shareholders General Meeting's resolution on the placement.
3. The placing institution sends a complete and valid dossier of registration for private placement of shares as specified in Article 9 of this Decree to a competent state agency at least 20 days before the projected date of placement, unless otherwise provided by a specialized law.
4. In case the placing institution is an enterprise engaged in conditional business lines, it shall, apart from satisfying the conditions specified in Clauses 1, 2 and 3 of this Article, satisfy the conditions specified by relevant specialized laws.
5. The interval between two consecutive private placements of shares must be at least 6 months.
6. Regulations on capital holding cap and investment forms must be complied with in case foreign investors are involved.
Article 9. Dossiers of registration for private placement of shares
A dossier of registration for private placement of shares comprises:
1. A report on private placement of shares, made according to a set form provided in an appendix to this Decree (not printed herein).
2. A decision of the Shareholders General Meeting or the Board of Directors (for joint-stock companies); or the Members Council (for limited liability companies transformed into joint-stock companies); or the enterprise owner of the wholly foreign-owned enterprise or the Board of Directors of the joint-venture enterprise (for foreign-invested enterprises transformed into joint-stock companies) adopting a plan on private placement of shares and a plan on use of proceeds from the placement. These plans must have principal contents specified in Appendix I to this Decree (not printed herein).
3. A resolution of the Shareholders General Meeting or the Board of Directors according to the company charter or authorization by the Shareholders General Meeting approving the criteria for strategic partners and employees, in case of placement of shares to strategic partners and employees of the company.
4. A decision of the Board of Directors approving the list of strategic partners and employees, in case of placement of shares to strategic partners and employees of the company.
5. Documents providing information on the placement to investors as specified in Clause 3, Article 10 of this Decree.
6. Documents evidencing the satisfaction of the condition on shareholding rate of foreign investors and compliance with regulations on investment forms, in case shares are placed to foreign investors.
7. Other documents specified by relevant laws.
Tìm kiếm
Nghị định 01/2010/NĐ-CP (Bản Word)