What is the application for conversion of insurance brokers in Vietnam according to Decree 46/2020/ND-CP?
What are the requirements for conversion of insurance brokers in Vietnam according to Decree 46/2020/ND-CP?
Pursuant to the provisions of Clause 1, Article 71 of Decree 46/2023/ND-CP stipulates as follows:
Total division, partial division, acquisition, consolidation, or conversion of business entity
1. Total division, partial division, acquisition, consolidation, or conversion of an insurance broker must meet the following requirements:
a) Do not cause damage to the legitimate rights and interests of the policyholders, employees, and the State;
b) Comply with relevant laws;
c) Organizations and individuals that plan to contribute capital to the insurance broker after the total division, partial division, acquisition, consolidation, or conversion must satisfy the requirements specified in Clauses 1, 2, and 5 Article 133 of the Law on Insurance Business and Article 63 of this Decree;
d) The new insurance broker established after total division, partial division, acquisition, consolidation, or conversion must satisfy the requirements specified in Article 133 of the Law on Insurance Business.
According to the above regulations, conversion of an insurance broker must meet the following requirements:
- Do not cause damage to the legitimate rights and interests of the policyholders, employees, and the State;
- Comply with relevant laws;
- Organizations and individuals that plan to contribute capital to the insurance broker after the total division, partial division, acquisition, consolidation, or conversion must satisfy the following requirements:
+ Licensing conditions of founding shareholders or members, including:
++ In order to obtain business licences or permits, entities and persons applying for these licenses or permits must have the rights of business incorporation and management in Vietnam under the Corporate Law;
++ In order to obtain business licences or permits, entities applying for these licenses or permits need to have legal personality, are operating in Vietnam, and meet financial conditions in accordance with the Government’s regulations.
+ Capital conditions include:
++ Charter capital is contributed in Vietnam Dong and is not lower than the minimum level as prescribed by the Government;
++ Shareholders and capital contributing members are not allowed to use loan capital or investment trust capital from other organizations or individuals to contribute capital.
+ In order to be licensed or permitted to contribute capital to establish; purchase shares or ownership interest making up at least 10% of charter capital of an insurance brokerage company, the entity incorporated under foreign law must satisfy the following conditions:
++ It must be an entity established under domestic law of a foreign country that is directly involved in or has their subsidiary render insurance brokerage services during 05 consecutive years promptly before the date of submission of application for the business license or permit;
++ It must be licensed or permitted to establish their insurance brokerage company in Vietnam, and must be certified not to commit any serious violation against law on insurance brokerage of the country where their head office is located, by the competent authority of the foreign country within 03 consecutive years immediately before the date of submission of application for the business license or permit.
- The new insurance broker established after total division, partial division, acquisition, consolidation, or conversion must satisfy the requirements specified in Article 133 of the Law on Insurance Business.
What is the application for conversion of insurance brokers in Vietnam according to Decree 46/2020/ND-CP?
What is the application for conversion of insurance brokers in Vietnam according to Decree 46/2020/ND-CP?
Pursuant to the provisions of Clause 2, Article 71 of Decree 46/2023/ND-CP stipulates as follows:
- An application form as specified in Appendix VI issued with this Decree;
- A document issued by a competent authority as prescribed in the company's charter on the total division, partial division, acquisition, consolidation, or conversion;
- Report on how they carry out their total division, partial division, acquisition, consolidation, or conversion, how they deal with contracts which remain valid with customers, or with debt obligations, obligations to the State, and commitments to employees;
- List of shareholders (or capital contributors), charter capital and charter capital structure of the insurance broker formed after the total division, partial division, acquisition, consolidation, or conversion;
- A copy from the master register or certified copy of the principle contract on total division, partial division, acquisition, consolidation, or conversion;
- Opinions of the valuation authority, clearly stating the determination of the share conversion ratio or the valuation of the contributed capital portion (in the case of consolidation or acquisition); determine the value of property to be divided among the parties (in case of full division or partial division);
- A copy from the master register or certified copy of the audited financial statement for the three consecutive years preceding the year of application for consolidation or acquisition of the acquired company/consolidating company and the insurance broker;
- Documents proving that capital contributors, administrators, and the insurance broker to be established after the total division, partial division, acquisition, consolidation, or conversion meet the requirements in Clause 1 of this Article.
What are the eligibility requirements for manager of insurance brokers in Vietnam?
Pursuant to Article 76 of Decree 46/2023/ND-CP regulating eligibility requirements for manager of insurance broker as follows:
- He/she has the right to manage an enterprise in accordance with the Law on Enterprises.
- He/she is not penalized for administrative violations against regulations on insurance business; he/she is not dismissed for his/her violations against internal processes for 3 consecutive years before the time of appointment; he/she is not prosecuted by a competent authority as prescribed by law when he/she is elected or appointed.
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