Offering shares to shareholders means that a company offers the number of shares authorized and sells those shares to all existing shareholders of the company for increasing charter capital during its operation. Procedures for offering share include 02 stages

• Stage 1: Internal activities to share offering

Step 1: General Meeting of Shareholders shall be held and make a decision on offering of shares to existing shareholders

Step 2: Notification of offering of shares to existing shareholders

The company shall give the notification in writing to existing shareholders at least 15 days before the deadline for registering to buy shares. The form of sending the notification must ensure that it can reach shareholders’ contact addresses or permanent residence recorded in the shareholder register.

Shareholders have the right to transfer their pre-emption rights to other persons.

Step 3: Board of Directors shall decide on offering shares which have not been subscribed

In case shareholders and transferees of pre-emption rights have not subscribed total offered shares, the Board of Directors has the right to sell those shares to other shareholders of the company or other persons in a reasonable manner and under conditions not more favorable than the conditions applicable to shareholders unless otherwise accepted by the General Meeting of Shareholders or shares are subscribed via a Stock Exchange

Step 4: Selling shares

The Board of Directors shall decide the time, method of sale and price of shares. After shares are fully paid, the company shall issue and give share certificate to the buyer or record information of the buyer in the shareholder’s register to certify their ownership of shares.

• Stage 2: Registration of increase in charter capital at Business Registration Office (“BRO”)

Within 10 days after completing offering of shares, the legal representative of the company has responsibility for notifying BRO about the increase of the company’s charter capital.

Components of applications:

1. Notification of changing business registration information;
2. A decision and a valid copy of minutes of the meeting of the General Meeting of Shareholders on share offering to increase the charter capital, which specifies the number of shares offered, assigns the Boards of Directors for registration of increase in charter capital after each offering and specifies any change of the company’s charter. ; and
3. A decision and a valid copy of minutes of the meeting of the Board of Directors on registration of increase in the charter capital after each offering

Licensing authority: BRO where the company is registered.

Time-limit for processing: 03 working days

Result: An amended Certificate of enterprise registration

The above is Bizlawyer’s legal advice for share offerings to existing shareholders of a shareholding company. If you still have any questions, please do not hesitate to contact us via our Hotline: +8486 888 1900 or email: info@bizlawyer.vn for time ly advice and support.