| THE MINISTRY OF FINANCE ------ | SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------- |
| No. 124/2008/QD-BTC | Hanoi, December 26, 2008 |
DECISION
ISSUING REGULATIONS ON ESTABLISHMENT AND OPERATION OF REPRESENTATIVE OFFICES OF FOREIGN SECURITIES BUSINESS INSTITUTIONS IN VIETNAM
THE MINISTER OF FINANCE
Pursuant to the Law on Securities dated 29 June 2006;
Pursuant to Decree 14/2007/ND-CP of the Government dated 19 January 2007 implementing the Law on Securities;
Pursuant to Decree 118/2008/ND-CP of the Government dated 27 November 2008 on functions, duties, powers and organizational structure of the Ministry of Finance;
Having considered the proposal of the Chairman of the State Securities Commission;
DECIDES:
Article 1.- To issue with this Decision, Regulations on establishment and operation of representative offices of foreign securities business institutions in Vietnam.
Article 2.- This Decision shall be of full force and effect fifteen (15) days after the date of its publication in the Official Gazette. Any provisions in previous legal instruments which are inconsistent with the provisions in these Regulations shall no longer be effective.
Article 3.- The Head of the Office of the Ministry, the Chairman of the State Securities Commission, representative offices of foreign securities business institutions in Vietnam and other related parties shall be responsible for implementation of this Decision.
| | FOR THE MINISTER OF FINANCE DEPUTY MINISTER Tran Xuan Ha |
REGULATIONS
ON ESTABLISHMENT AND OPERATION OF REPRESENTATIVE OFFICES OF FOREIGN SECURITIES BUSINESS INSTITUTIONS IN VIETNAM
(Issued with Decision 124/2008/QD-BTC of the Ministry of Finance dated 26 December 2008)
(Issued with Decision 124/2008/QD-BTC of the Ministry of Finance dated 26 December 2008)
Chapter 1
GENERAL PROVISIONS
Article 1.- Governing scope
These Regulations guide establishment and operation of representative offices of foreign securities business institutions in Vietnam's securities market.
Article 2.- Interpretation of terms
In these Regulations, the following terms shall be construed as follows:
1. Parent company means a foreign securities business institution ["FSBI"] with a representative office operating in Vietnam.
2. Authorized representative means:
(a) Chairman of the board of management or General Director (Director) of the FSBI;
(b) Any proxy pursuant to a written power of attorney from a person prescribed in sub-clause (a) above;
(c) Any person authorized by the charter of the FSBI to sign documents prescribed in these Regulations and to undertake related work within the scope of authority assigned to such person.
3. Valid copy means a copy which has been notarized [and/or] certified by the competent administrative body of Vietnam.
4. Valid file means a file containing complete and valid documents required by these Regulations and containing complete declarations required by law.
5. Commencement of operation means commencement of conduct of the operation of the representative office.
6. Operational commencement date means the date of commencement of the operation.
Article 3.- General provisions
1. Any securities business institution, legally established and currently operating pursuant to foreign law, which satisfies the condition stipulated in article 4 of these Regulations shall be permitted to open a representative office to operate in Vietnam.
2. Representative offices of FSBIs in Vietnam shall be subject to administration and supervision by the State Securities Commission ["SSC"].
3. Representative offices of FSBIs in Vietnam which were established prior to the date on which the Law on Securities took effect and which have not yet registered their operation pursuant to provisions of the law on securities, must re-register their operation with the SSC. The file for re-registration of the operation of a representative office in Vietnam of a FSBI shall comply with article 5 of these Regulations.
4. The legal rights and interests of representative offices of FSBIs in Vietnam and of people working in such offices shall be protected [by the law of Vietnam] and such offices and people working in them shall be obliged to comply with the law of Vietnam.
Chapter 2
ESTABLISHING A REPRESENTATIVE OFFICE IN VIETNAM
Article 4.- Conditions for establishing a representative office of a FSBI
A FSBI which satisfies the following conditions shall be permitted to establish a representative office in Vietnam:
1. It is a securities company, fund management company or finance institution with an operation including one or more professional operations such as securities brokerage, securities self-trading, securities investment consultancy, underwriting securities issues, asset management and management of securities investment funds.
2. It is licensed to operate pursuant to foreign law or has business registration with the competent authority in the securities sector in the country of domicile [i] for professional securities operations including one or more professional operations such as securities brokerage, securities self-trading, securities investment consultancy, underwriting securities issues, asset management and management of securities investment funds.
3. It is permitted to open a representative office in Vietnam by the competent authority of the foreign country which licensed its establishment or where it has business registration; or the FSBI is not restricted by foreign law in establishing or registering business of a representative office in Vietnam:
4. The provision in clause 2 of this article shall not apply to foreign institutions operating in the capital market and permitted to provide asset management services for a restricted number of investors satisfying a number of conditions pursuant to foreign law and which manage investment funds established overseas with the intention [and] objective of investing in Vietnam.
Article 5.- File for registration to operate a representative office of a FSBI in Vietnam
1. A file for registration to operate a representative office of a FSBI in Vietnam shall contain:
(a) Request for issuance of a certificate of registration of operation of a representative office4 signed by the authorized representative of the FSBI (on the standard form in Appendix 1 issued with these Regulations).
(b) The following data in the case of a foreign institution which satisfies the conditions stipulated in clauses 1 and 2 of article 4 above:
- Valid copy operational licence, business registration certificate or other data with equivalent legal value issued by the competent authority in the securities sector of the foreign country, certifying that the FSBI satisfies the conditions stipulated in clauses 1 and 2 of article 4 above. If any of the above-mentioned documents stipulate the operational term of the FSBI, then the residual term must be at least one year.
The following data if the FSBI only satisfies the conditions stipulated in article 4.4 above:
- Valid copy operational licence, business registration certificate or other data with equivalent legal value issued by the competent authority to the foreign institution.
- Foreign law extract proving that the foreign institution is permitted to provide asset management services.
If a foreign institution satisfies the conditions stipulated in article 4.4 above and has registered a trading number for investment activities in Vietnam of investment funds such foreign institution currently manages, then the following additional data:
- List of investment funds operating in Vietnam certified by an authorized person of the foreign institution enclosing a copy of the certificate of registration of the securities trading number of such funds. The List of funds shall include information on the scale of capital raised, the scale of capital proposed to be invested in Vietnam, proposed investment sectors, custodian bank in Vietnam, securities company or fund management company to provide securities services, and bank at which an indirect investment capital account has been opened enclosing valid copy certificate of registration of such account.
If a foreign institution satisfies the conditions stipulated in article 4.4 above but has not yet registered a trading number for investment activities in Vietnam of investment funds such foreign institution currently manages, then the following additional data:
- Valid copy certificate of registration of establishment of fund or equivalent data issued by the competent authority of the country where such institution raised capital to establish the fund or register its operation. If the law of the country of domicile of the fund provides it is unnecessary for the competent authority to issue the above-mentioned data, then the foreign institution may lodge the following data instead, namely an extract from the website of the competent authority of the country of domicile of the fund certifying that the fund has completed registration of its establishment.
