What operations of a securities company are required to obtain a written approval of the State Securities Commission of Vietnam?
What is a securities company in Vietnam?
Pursuant to the provisions of Clause 1, Article 2 of Circular 121/2020/TT-BTC, there are regulations on securities companies as follows:
Securities company refers to an enterprise licensed by State Securities Commission to perform one or several services or business activities
What operations of a securities company are required to obtain a written approval of the State Securities Commission of Vietnam? (Image from the Internet)
What operations of a securities company are required to obtain a written approval of the State Securities Commission of Vietnam?
Article 87 of the Law on Securities 2019 stipulates securities company or fund management company shall obtain a written approval of SSC before initiating the following operations:
- Suspension of operation, except for force majeure events;
- Offering and listing securities of the company overseas;
- Making indirect outward investments;
- Establishing, closing a branch or representative office in Vietnam or overseas; establishing an overseas subsidiary; changing business operations at the branch; establishing or closing a transaction office;
- Changing the name or location of a branch, representative office or transaction office;
- Provide online securities trading services; provide or cooperate with credit institutions granting loans for purchase of securities or securities lending; provide or cooperate with credit institutions in advancing payment for securities; securities depository; offset and pay securities; provide other derivative-related services
- Temporarily suspend operations of securities company branches.
Vietnam: What should a securities company do when reorganizing?
Approval for reorganization of securities companies is stipulated in Article 207 of Decree 155/2020/ND-CP as follows:
- The application for approval for reorganization shall include:
+ The application form No. 79 in the Appendix of Decree 155/2020/ND-CP;
+ The minutes of meeting, the decision of the GMS, Board of Members or the company’s owner on reorganization of the company;
+ The contract on principle in case of consolidation or merger according to form No. 80 in the Appendix of Decree 155/2020/ND-CP;
+ The reorganization that has been approved by the company’s GMS, Board of Members or owner according to form No. 81 in the Appendix of Decree 155/2020/ND-CP;
+ Documents proving conformity with Clause 2, Clause 3 Article 206 of of Decree 155/2020/ND-CP.
- Within 30 days from the receipt of the satisfactory application as prescribed in Clause 1 of Article 207 of Decree 155/2020/ND-CP, SSC shall decide whether to approve the reorganization, or reject the application and provide explanation.
- Reorganization of securities companies and securities investment fund management companies shall comply with the Law on Enterprises. In case reorganization is combined with private placement of shares or public offering of shares, the securities company or securities investment fund management company shall comply with relevant regulations on offering.
- After merger, the securities company or securities investment fund management company shall follow procedures for revising the license for establishment and securities operation specified in Article 174 of of Decree 155/2020/ND-CP.
- The securities company or securities investment fund management company that is established after consolidation or conversion shall apply for reissuance of the license for establishment and securities operation. The application for reissuance of the license for establishment and securities operation shall contain:
+ The application form No. 82 in the Appendix of Decree 155/2020/ND-CP;
+ The report on implementation of the reorganization plan, including the list of shareholders, contributing members of the company after reorganization according to form No. 68 in the Appendix of Decree 155/2020/ND-CP(if any);
+ Documents proving the right to own or use the premises; description of property according to Form No. 65 in the Appendix of Decree 155/2020/ND-CP;
+ The list of Director/General Director and securities practitioners at the headquarters and in the network according to form No. 66 in the Appendix of Decree 155/2020/ND-CP, personal information sheets of the General Director/Director and branch managers according to Form No. 67 in the Appendix of Decree 155/2020/ND-CP, judicial records of the General Director/Director and branch managers which must be issued within 06 months before the application is submitted;
+ Confirmation of the increase in capital (if any) by the bank where the escrow account is opened or the equity report audited by an accredited audit organization;
+ The draft charter of the company after conversion or consolidation;
+ The original copy of the license for securities operation of the reorganized company.
- SSC shall carry out an inspection at the premises of the company in case of relocation of the headquarters after consolidation or conversion or there are issues about the premises of the company that need clarifying.
- Within 30 days from day on which the satisfactory application prescribed in Clause 5 of Article 207 of Decree 155/2020/ND-CP is received and the inspection result is available, SSC shall decide whether to issue the license for establishment and securities operation, or reject the application and provide explanation.
- The branches, transaction offices, representative offices of the new securities company or securities investment fund management company that is established after reorganization shall have the decisions on their establishment revised in accordance with Article 174, 197, 205 of of Decree 155/2020/ND-CP or have to be shutdown according to Article 194, 196, 205 of of Decree 155/2020/ND-CP.
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