Corporate bonds refer to securities issued by the company in accordance with legal procedures and agreed to repay the principal and interest within a certain period of time. Corporate bonds are the manifestations of corporate bonds. Based on the issuance of corporate bonds, a legal relationship of creditor's rights and debts is formed between bondholders and issuers with the content of repaying principal and interest. Therefore, corporate bonds are debt certificates issued by companies to bondholders.
Two. Procedures for issuing corporate bonds
Make a resolution or decision
When a joint stock limited company or a limited liability company issues corporate bonds, the board of directors shall formulate a plan and the shareholders' meeting shall make a resolution; The issuance of corporate bonds by a wholly state-owned company shall be decided by the state-authorized investment institution or the state-authorized department.
2. Apply for issuance
After a company makes a resolution or decision to issue corporate bonds, it must submit the required application documents to the department authorized and approved by the State Council in accordance with the conditions stipulated in the Company Law, and the submitted application documents must be true, accurate and complete. The application documents submitted to the authorized department of the State Council include: company registration certificate and articles of association. Measures for raising corporate bonds, asset evaluation report and capital verification report.
3. Approve the issuance of corporate bonds
The department authorized by the State Council is responsible for approving the issuance of corporate bonds in accordance with legal conditions, and the department shall make a decision within three months from the date of accepting the application documents for corporate bond issuance; If it is not approved, it shall explain the reasons.
4. Announcement of raising methods
After the application for issuing corporate bonds is approved, the measures for raising bonds shall be announced; The measures for raising funds shall specify the following items:
(1) company name;
(2) The total amount of bonds and the par value of bonds.
(3) Bond interest rate.
(4) The time limit and method for repaying the principal and interest;
(5) the commencement and termination dates of bond issuance.
(6) The net assets of the company.
(7) The total amount of corporate bonds issued but not yet due.
(8) Corporate bond underwriting institutions.
5. Matters specified in corporate bonds
When issuing corporate bonds, the company name, face value, interest rate, repayment period and other matters must be stated on the bonds, which shall be signed by the chairman and sealed by the company.
6. Corporate Bond Stub Book
When issuing corporate bonds, a company shall prepare a corporate bond stub book. To issue registered bonds, the following items shall be stated in the corporate bond stub book:
(1) Name and domicile of the bondholder;
(2) The date when the bondholder obtained the bond and the serial number of the bond.
(3) The total amount of bonds, the par value of bonds, the interest rate of bonds, and the time limit and method for repaying the principal and interest of bonds;
(4) Date of issuance of bonds.
7. Correct the misconduct in the issuance.
If the department authorized by the State Council finds that the decision to approve the issuance of corporate bonds does not conform to the provisions of laws and administrative regulations, it shall be revoked; If it has not been issued, it will stop issuing; Where corporate bonds have been issued, the issuing company shall refund the subscribed amount to the subscribers, and pay the bank deposit interest for the same period.
Legal basis: Article 16 of the Securities Law of People's Republic of China (PRC) shall meet the following conditions for public issuance of corporate bonds:
(a) the net assets of a joint stock limited company are not less than 30 million yuan, and the net assets of a limited liability company are not less than 60 million yuan;
(2) The accumulated bond balance does not exceed 40% of the company's net assets;
(3) The average distributable profit in the last three years is enough to pay the interest of corporate bonds for one year;
(4) The investment of the raised funds conforms to the national industrial policy;
(5) The bond interest rate shall not exceed the interest rate level stipulated by the State Council;
(six) other conditions stipulated by the State Council.