255 / 522
issuance of the shares, determination of the general director and the
board of directors’ members, except in the case of procurement of all
services to external entities in accordance with Art. 60, reference to the
portfolio type of the company, and the “ICVC” abbreviation in the
company name in the event that the company wishes to use a compa-
ny name. Except for those stated, the ICVC shall fulfill certain other
conditions that are similar to the investment companies with fixed cap-
ital, such as establishment in the form of a joint stock company,
issuance of the shares in exchange of cash, and the full payment of the
share prices, in cash, etc.
In addition, Art. 46 of the Communiqué sets forth the required
qualifications for the founders; such qualifications are substantially
similar to those provided to investment companies with fixed capital.
Issuance and Types of Shares
The shares of the ICVC may be in the form of founding shares or
investment shares. In accordance with Art. 48 of the Communiqué,
after the establishment of the company, the founding shares shall be
issued by drafting an application, and delivering the documents stated
in such form to the Board.
On the other hand, Art. 49 of the Communiqué sets forth the pro-
cedure for issuance of the investment shares. Accordingly, investment
shares shall be publically offered, allocated to a determined investor
group that is formed in respect to the workplace, profession, sector or
other similar criteria, or sold to qualified investors. In order to issue
investor shares, a prospectus and investor information form shall be
prepared in accordance with the standards provided by the Board, and
the company shall apply to the Board with other documents and infor-
mation as required by the Board within 30 days after the registration of
the articles of association regarding its establishment with the trade
registry. In the event of sale to an investor group or qualified investors,
an issuance document shall be prepared instead of a prospectus; how-
ever, preparation of the investor information form is facultative.
Pursuant to Art. 53 of the Communiqué, although the investment
shares may be nominative or bearer, the founding shares shall be nom-
inative. Holders of the founding shares are entitled to dividends and
CAPITAL MARKETS LAW
239