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Legal Update

New Law Guiding The Preparation Of Application Files For The Registration Of Public Offers Of Securities

21 November 2007
Mayer Brown JSM Legal Update


On 13 March 2007, the Ministry of Finance issued Circular No 17/2007/TT-BTC providing guidance on the dossiers of registration of public offering of securities ("Circular 17"). Circular 17 regulates, in detail, the preparation of application files for the registration of public offers of securities in Vietnam and overseas. Circular 17 became valid on 13 August 2007.

Full Update

According to Circular 17, information in an application file must be accurate and truthful, and contain all the important items that may affect the decisions of the investors. The issuing organisation and any other entity involved in preparing the application file for registration of a public offer of securities shall be liable for the accuracy, truthfulness and completeness of such file pursuant to Article 17 of the Law on Securities.

Circular 17 also provides that in the case of an application file for registration of a public offer of securities in Vietnam concurrently with an offer of the securities overseas, there must be, in addition to the data required by this Circular, a copy of the data registering the offer with the competent overseas body. If the financial statements enclosed with the data registering the offer with the overseas body were not prepared in accordance with Vietnamese accounting standards, then there must be an explanation of the differences between the Vietnamese standards and the standards used.

According to Circular 17, the procedures for registration of a public offer of shares or bonds are different from that applicable to public offer of fund certificates or shares of securities investment company.

An application file for registration of a public offer of shares or bonds is to be sent to the State Securities Commission and should be prepared in one original set with five copy sets, enclosing an electronic file sent to the address nominated by the State Securities Commission. After receiving approval in principle, the issuing organisation shall send the six approved sets of the application file to the State Securities Commission prior to the latter issuing a certificate of registration of the public offer of securities.

The application file for Registration of Public Offers of Public Fund Certificates or Shares in a Securities Investment Company shall be prepared in two sets and sent to the State Securities Commission. In the case of the capital contributing founding shareholders including foreign legal entities, the documents must be prepared in both English language and Vietnamese language versions, and the English language versions must be notarised and legalised. Copies in Vietnamese and translations from English into Vietnamese must be certified by a Vietnamese notary public or by a law firm with the function of translating and legally operating in Vietnam.

Author: Tram Than

For further information, please contact:

Name: Dao Nguyen
Phone: +84 8 3822 8860
Fax: +84 8  3822 8864

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