Last Updated: 23 April 2018
With the exception of the State, public offerings by companies or other entities are subject to prior authorization from the Central Bank, as Supervisor of the Securities Market.
The registration of the Public Offerings is made upon request submitted to the Central Bank by the issuer through a financial intermediary and must be accompanied by the following documents:
- Brief explanatory note of the operation and its objectives;
- Updated Articles of Association of the Issuer;
- Documents evidencing any authorizations, registrations or previous declarations that the execution of the operation depends on special legislation;
- Copy of the placement agreement entered into with the financial intermediary or consortium of financial intermediaries responsible for placing the issue;
- Copy of the minutes of resolutions or resolutions of the governing bodies of the Issuer, or, as the case may be, of Diplomas or Administrative Acts that, in accordance with the applicable legal and statutory provisions, approved the issuance;
- Certificate of commercial registration or, in the case of an entity that is not subject to commercial registration, a document of equal strength emanating from those who have powers to that effect, proving the existence and date of constitution of the issuer, the amount of its share capital and the identification of all members of its management and supervisory bodies;
- Management reports, accounts, opinions of the supervisory body and the legal certification of the issuer's accounts for the last three financial years, or only for the years that have elapsed, if it was established less than three years ago;
Public Offerings are organized, launched and placed through a financial intermediary that acts in the interest of the offeror, and represents it in everything that relates to the launch and execution of the offer;
The Central Bank may not authorize an offer if it considers that the quantity of securities subject to offer does not justify its realization;
Before the submission of the request, the securities offered must be registered or deposited with the financial intermediary in charge of the transaction;
The performance of Public Offerings depends on their registration with the Central Bank (under the terms established in the Law), and the Bank must pronounce on the request within 30 days.
Public and Subscription Offerings have legal provisions in Notice no. 4 / GGBM / 99, of February 24, and the Public Offerings of Purchase are regulated in articles 134 et seq. of the Securities Market Code.