Question: Can you explain and advise on how to offer shares for first employees and investors? How to expand in the future?
Answer:
Article 87 Law on Enterprise provide specifically the rules on Offer and the transfer of shares
1. Board of Directors decide the time, method and offering shares in the price of the shares to be offered. The offering price shall not be lower than the market price at the time of offer or value are recorded in the books of shares in the most recent time, except for the following cases:
a) Shares offered for the first time is not the founding shareholders;
b) Shares offered to all shareholders in proportion to their existing shareholding in the company;
c) Shares offered to brokers or underwriters. In this case, some discount or discount rate specific to the approval of shareholders representing at least 75% of the total shares with voting rights;
d) Other circumstances and discounts in such cases shall be specified in the company charter.
2 If the Company to issue additional common shares and selling those shares to all ordinary shareholders in proportion to their existing shareholding in the company, must comply with the following provisions:
a) The Company shall notify in writing to the shareholders in a manner guaranteed to reach their permanent address. The notice must be published for three consecutive report within ten working days from the date of notification.
b) The notice must include the full name, permanent address, nationality, identity card, passport or personal identification legitimate shareholder is an individual; name, permanent address, nationality, number of establishment decision or business registration number of shareholders is held; number of shares and percentage of shares of existing shareholders in the company; total number of shares expected to be issued and the number of shares shareholders the right to purchase; The offering price; registration deadline to purchase; name and signature of the legal representative of the company. The time limit specified in the notice must be reasonable enough to registered shareholders to subscribe for shares. The notice form must be subscribed by the issuer;
c) A shareholder is entitled to priority rights to purchase its shares to another person;
d) If the shares subscribed shares not delivered on time as the company informed the relevant shareholder did not receive as pre-emptive rights. Where the number of shares issued was not intended and the transferee shareholder pre-emptive rights to buy out the registration number of shares proposed to be issued also by the management board. Board of Directors may distribute such shares to the shareholders of the company or other person in a manner appropriate to conditions favorable than terms offered to the shareholders, unless the General General Meeting of Shareholders has approved or sell shares through the stock exchanges.
3 Shares shall be deemed to have been sold to be paid in full and the buyer information specified in paragraph 2 of Article 86 of this Law shall be recorded correctly enough in the register of shareholders; since that time, the purchase of shares become shareholders of the company.
4 After the shares are sold, the Company shall issue and deliver shares to the buyer. The company may sell shares without stock exchange. In this case, the shareholder information specified in paragraph 2 of Article 86 of this Law shall be recorded in the register of shareholders is enough to prove the ownership of such shareholder’s shares in the company.
5 The shares are freely transferable, except as provided for in paragraph 3 of Article 81 and paragraph 5 of Article 84 of this Law. The transfer is done in writing in the usual way, or by hand delivery shares. The transfer papers must be signed by the transferor and transferee or their authorized representative to sign. The transferor remains the owner of the relevant share until the name of the transferee is registered in the register of shareholders.
Where only a transfer of shares in bearer shares, the old shares were canceled and the company issued new shares recorded the transfer of shares and the remaining shares.
6. Conditions, methods and procedures for offering shares to the public shall comply with the provisions of the securities laws.
Government regulations offering guidance on individual shares
