What is the issuance process of 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.
Article 12 of the Securities Law The establishment of a joint stock limited company to publicly issue shares shall meet the conditions stipulated in the Company Law of People's Republic of China (PRC) and other conditions stipulated by the securities regulatory authority in the State Council approved by the State Council, and submit an application for share offer and the following documents to the securities regulatory authority in the State Council:
(1) Articles of Association;
(2) Sponsor agreement;
(3) The name of the promoters, the number of shares subscribed by the promoters, the type of capital contribution and the capital verification certificate;
(4) the prospectus;
(5) The name and address of the bank that collects the shares;
(6) The name of the underwriting institution and relevant agreements.
Where a sponsor is hired in accordance with the provisions of this law, a letter of recommendation for issuance issued by the sponsor shall also be submitted.
Where laws and administrative regulations stipulate that the establishment of a company must be approved, the corresponding approval documents shall also be submitted.
The above are the specific steps of the corporate bond issuance process. When an enterprise needs to issue corporate bonds, it can make a resolution within the company according to the above introduction, and then apply to the CSRC for approval. Only those who pass the audit are eligible to issue corporate bonds, and the amount of corporate bonds issued by enterprises needs to be determined according to the operating profits of enterprises. For more legal knowledge, you can visit the website to consult relevant lawyers.