Investment companies in Vietnam that merge and amalgamate must report to the State Securities Commission

Investment companies in Vietnam that merge and amalgamate must report to the State Securities Commission (Internet image)

Article 28 of Circular 227/2012/TT-BTC stipulates that the amalgamation or merger date is the day on which the License for establishment and operation or the adjusted License for establishment and operation takes effect. From that day:

• The transferor companies no longer exist, and the transferee company shall inherit all assets, debts, lawful rights and interests, and other obligations from the transferor companies.

• Shareholders of the transferor companies shall receive assets in the form of shares from the transferee company at the conversion rate determined on the amalgamation or merger date;

• The shares of the transferor companies shall be annulled on the amalgamation or merger date.

In addition, within 07 days from the amalgamation or merger date, the asset management company shall disclose the information about the completion of the amalgamation or merger as prescribed in Clause 10 Article 3 of this Circular. The information disclosed includes:

• The amalgamation or merger date;

• The rules for determining the net asset value of a share of the transferor companies on the amalgamation or merger date; the conversion rate, and the par value per share (if any).

In particular, within 30 days from the amalgamation or merger date, the transferee company shall report the result of the amalgamation or merger to the State Securities Commission. The report includes:

• The certification made by the depository bank or supervisory bank of the total asset value, total debt value, and net asset value on the amalgamation or merger date, the conversion rate, the par value per share (if any). 

• The written certification of competent State management agencies that the relevant investment companies have returned the seals, the seal registration certificates, and tax code registration certificates.

More details can be found in Circular 227/2012/TT-BTC, which comes into force from  July 1, 2013.

Le Vy

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