Change of enterprise registration content when conducting initial public offering
01. Conditions for application
In case a joint-stock company is not a public company, it shall notify the business registration office of the private placement of shares and the sale is completed. The company must carry out the following procedures after each offering is completed:
- Notify update information about foreign shareholders (if any foreign investor purchases)
- Register to change the charter capital
02. Applicable laws
1. 2014 Law on Enterprise
2. Decree No. 78/2015/NĐ-CP
3. Decree No. 108/2018/NĐ-CP
4. Circular No. 02/2019/TT-BKHĐT
Step 1: Prepare a set of the following documents
1. Notification on updating information about foreign shareholders (if any foreign investor purchases)
2. Valid decision and meeting minutes of General Meeting of Shareholders on private placement, which mention number of shares offered and assignment to Board of Directors to register the increase of charter capital after every private placement.
3. Valid decision and meeting minutes of Board of Directors on registration of increase of charter capital after every private placement
Step 2: Within 03 days from the date of having information of foreign investors purchasing shares through private placement, the joint-stock company must update its information about foreign investors.
Step 3: The Business Registration Office (“BRO”) shall check the validity of the file and grant a Certificate of change of enterprise registration if the company requests. ,
Step 4: Within 10 days from the date of completion of every private placement, the joint-stock company must submit the applications for changing charter capital to the BRO.
Step 5: The BRO shall check the validity of the file and issue an amended Enterprise Registration Certificate within 03 working days from the date of receipt of valid file.