1. Subjects and time limit for transaction registration
Pursuant to Clause 1, Article 133 of Decree 155/2020/ND-CP as follows:
– Public companies that are not listed on the Stock Exchange;
– The company is delisted compulsorily or voluntarily delisted but still meets the conditions of being a public company;
– Equitized enterprises are subject to transaction registration in accordance with the law on transformation of state-owned enterprises, single-member limited liability companies in which 100% of charter capital is held by state-owned enterprises, and public non-business units into joint-stock companies.
2. Transaction registration dossier
In case a joint-stock company has contributed a charter capital of VND 30 billion or more and has at least 10% of the voting shares held by at least 100 investors who are not major shareholders, the dossier comprises
– Application for registration of stock trading;
– Charter of the company;
– Certificate of enterprise registration;
– The information disclosure about the public company includes summary information about the organizational model, business activities, management apparatus, shareholder structure, assets, financial situation and other information;
– The financial statements of the latest year of the joint-stock company are audited by an independent auditing organization. In case the company increases its charter capital after the end of the latest accounting period, the company must supplement the audited financial statements of the latest period;
In case a joint-stock company has successfully conducted an initial public offering of shares through registration with the State Securities Commission, the dossier comprises
– Application for registration of stock trading;
– The State Securities Commission’s certification of the completion of the registration of the public company;
– The securities registration certificate of the Vietnam Securities Depository and Clearing Corporation and the written notice to the Vietnam Securities Depository and Clearing Corporation of the registration of the closing date of the list of shareholders for transaction registration;
– A prospectus enclosed with the offering registration certificate and a report on the results of the public offering of securities;
– Charter of the company;
– Business registration certificate.
3. Procedures for registering transactions on UPCOM
The procedures specified in Article 135 of Decree 155/2020/ND-CP are as follows:
“1. Within 05 working days from the date of receipt of a complete and valid dossier or from the date of receipt of the securities registration certificate (for the case specified at Point a, Clause 3, Article 134 of this Decree), the Stock Exchange shall issue a decision to approve the transaction registration and concurrently disclose information to the market.
- Within 10 days from the date the Stock Exchange issues the decision approving the transaction registration, the issuer is responsible for putting the shares into trading on the Upcom trading system.
- For equitized enterprises associated with registration, depository and transaction registration, the order and procedures for registration of transactions on the Upcom trading system shall comply with the law on transfer of state-owned enterprises and single-member limited liability companies in which 100% of charter capital is held by state-owned enterprises. public non-business units into joint-stock companies.”
4. Penalties for violations against regulations on securities listing and trading registration
According to Clause 3, Article 18 of Decree 156/2020/ND-CP stipulates:
– A fine of between VND 10,000,000 and VND 30,000,000 shall be imposed for registering for trading and listing securities up to 01 month overdue;
– A fine of between VND 30,000,000 and VND 70,000,000 shall be imposed for registering for trading or listing securities from more than 01 month to 03 months overdue;
– A fine of between VND 70,000,000 and VND 100,000,000 shall be imposed for acts of registering for trading and listing securities from more than 03 months to 06 months overdue;
– A fine of between VND 100,000,000 and VND 200,000,000 shall be imposed for acts of registering for trading or listing securities from more than 06 months to 09 months overdue;
– A fine of between VND 200,000,000 and VND 300,000,000 shall be imposed for registering for trading or listing securities from over 09 months to 12 months overdue;
– A fine of between VND 300,000,000 and VND 400,000,000 shall be imposed for acts of registering for trading or listing securities more than 12 months later or failing to register for trading and listing securities.
Above is the entire consulting content related to transaction registration on the UPCOM system. In case you need support, please contact KALF for answers.
