THE MINISTRY OF FINANCE
-----------
SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
----------
No. 87/2007/QD-BTC
Hanoi, October 22, 2007
 
DECISION
ISSUING REGULATIONS ON REGISTRATION, DEPOSITORY, CLEARING AND SETTLEMENT OF SECURITIES
THE MINISTER OF FINANCE
Pursuant to the Law on Securities 70/2006/QH11 of the National Assembly dated 29 June 2006;
Pursuant to Decree 77/2003/ND-CP of the Government dated 1 July 2003 on the functions, duties, powers and organizational structure of the Ministry of Finance;
On the proposal of the Chairman of the State Securities Commission;
DECI vDES:
Article 1. To issue with this Decision the Regulations on Registration, Depository, Clearing and Settlement of Securities.
Article 2. This Decision shall be of full force and effect fifteen (15) days from the date of its publication in the Official Gazette, and shall replace Decision 60/2004/QD-BTC of the Minister of Finance dated 15 July 2004 issuing the Regulations on Registration, Depository, Clearing and Settlement of Securities.

>> See also:  DECREE No.107/2009/ND-CP ON TRADING OF LIQUEFIED PETROLEUM GAS THE GOVERNMENT

Article 3. The Chairman of the State Securities Commission, the Head of the Office of the Ministry of Finance, heads of relevant units under the Ministry of Finance, directors of Securities Depository Centres, depository members and other related parties shall be responsible for implementation of this Decision.
 
FOR THE MINISTER OF FINANCE
DEPUTY MINISTER




Tran Xuan Ha
 
REGULATIONS
ON REGISTRATION, DEPOSITORY, CLEARING AND SETTLEMENT OF SECURITIES
(Issued with Decision 87/2007/QD-BTC of the Minister of Finance dated 22 October 2007)
Chapter I.
GENERAL PROVISIONS
Article 1. Governing scope
These Regulations govern the principles for and contents of registration, depository, clearing and settlement of securities applicable to Securities Depository Centres (hereinafter abbreviated to the SDC), to members of a SDC, to issuing organizations, to paying banks and to clients who register and deposit securities.
Article 2. Interpretation of terms
In these Regulations, the following terms shall be construed as follows:

>> See also:  How to establish a foreign-invested company in Vietnam?

1. Securities certificates means securities issued in the form of a physical certificate which records information about legal ownership of the securities holder.
2. Securities book entry means securities issued in the form of a book entry or electronic data. Information about legal ownership of the securities holder shall be recorded in the register of securities holders.
3. Register of securities holders means the book which records information about securities holders and is prepared by the issuing organization and registered with the SDC.
4. Securities holder means the person whose name appears in the register of securities holders at the SDC.
5. Securities certificate or account means a written document issued by the issuing organization to a securities holder and recording a serial number in order to certify information about ownership of the securities at any specified time.
6. Member of the SDC (member) means a depository member and a member who opens a direct account at the SDC.
7. Bilateral clearance means the method of clearing securities transactions which have been matched during the same day between any two trading parties with respect to the one type of securities, in order to determine the net monetary sum and securities which must be settled by both parties.
8. Multilateral clearance means the method of clearing securities transactions which have been matched during the same day between all trading parties with respect to the one type of securities, in order to determine the net monetary sum and securities which must be settled by both parties.
9. Net payment obligation means the amount of money or securities which the payer of a transaction is obliged to actually pay based on the results of clearing the securities transaction.
10. Bailment of securities means bringing securities to the SDC for central depository in order to conduct trading of such securities.

>> See also:  Register exclusive trademark of services of sales of goods, advertisement, business management, transaction management, office operation

11. Valuable papers comprise both short term and long term valuable papers used in currency market transactions between the State Bank with depository clients as regulated by the Governor of the State Bank.
12. Paying bank means any bank selected by the State Securities Commission (hereinafter abbreviated to SSC) in order for a SDC and members of a SDC to open a payment account at such bank to facilitate monetary payments for securities transactions conducted on the Stock Exchange (hereinafter abbreviated to SE) or on a Securities Trading Centres (hereinafter referred to as STC) and for other payment activities.
13. Valid application file means a file containing all the documents and with all items fully declared as required by the regulations.
Chapter II
REGISTRATION OF DEPOSITORY OPERATIONS
Article 3. Conditions for registration of a securities depository operation
Any securities company or commercial bank wishing to register a securities depository operation must satisfy the conditions stipulated in article 48 of the Law on Securities.
Article 4. Application files for registration of a securities depository operation and of a branch providing securities depository services
1. A securities company or commercial bank shall lodge the following application file with the SSC:
(a) Request for registration of the securities depository operation, on the standard form issued in Appendix 01-LK to these Regulations.

>> See also:  How to establish a branch of a foreign company in Vietnam?

(b) Copy licence for establishment and operation.
(c) Explanation of the material and technical facilities adequate for the operation, on the standard form in Appendix 02-LK to these Regulations.
(d) Audited financial statements for the most recent year, unless the securities company is newly established.
2. A securities company or commercial bank shall lodge the following application file with the SSC in order to register a branch providing securities depository services:
(a) Copy certificate of registration of the securities depository operation of the securities company or commercial bank issued by the SSC.
(b) Request for registration of a branch proving securities depository services, on the standard form in Appendix 03-LK to these Regulations.
(c) Explanation of the material and technical facilities adequate for the operation at the branch, on the standard form in Appendix 02-LK to these Regulations.
(d) Power of attorney [from the securities company or commercial bank] to the branch to provide services, on the standard form in Appendix 04-LK to these Regulations.
Article 5. Time-limits for issuance of certificates of registration and for commencing the securities depository operation
1. The time-limit for the SSC to issue a certificate of registration of a securities depository operation to a securities company or commercial bank shall be fifteen (15) days from the date on which the SSC receives a valid application file. In a case of refusal, the SSC shall provide a written explanation of its reasons.

>> See also:  Register a trademark protection for pharmaceutical products and dietary supplements in Vietnam?

2. The time-limit for the SSC to provide approval for the branch of a securities company or of a commercial bank to provide securities depository services shall be ten (10) days from the date the SSC receives a valid and complete application file. In a case of refusal, the SSC shall provide a written explanation of its reasons.
3. A securities company or commercial bank must conduct procedures to register members at the SDC and to commence its operation within a time-limit of twelve (12) months from the date on which it is issued with a certificate of registration of its securities depository operation.
4. The securities company or commercial bank must conduct procedures to register its branch depository members with the SDC within a time-limit of three (3) months from the date on which approval is provided for the branch to provide securities depository services.
Article 6. Suspension and revocation of a certificate of registration of a securities depository operation
1. Any suspension or revocation of a certificate of registration of a securities depository operation shall be implemented in accordance with article 51 of the Law on Securities.
2. The SSC shall provide a written notice terminating the depository operation of the branch of a securities company or of a commercial bank in the following circumstances:
(a) The certificate of registration of the securities depository operation of the securities company or commercial bank has been revoked.
(b) Failure to conduct procedures for registration of branch depository members with the SDC as stipulated in article 5.4 of these Regulations.
(c) Breach of the rules of the SDC and revocation of the branch member's depository certificate.
Chapter III

>> See also:  Register a trademark for vehicles and parts of vehicles in Vietnam?

MEMBERS OF SECURITIES DEPOSITORY CENTRES
Article 7. Conditions for registration of depository members
1. A securities company or commercial bank must satisfy all the following conditions in order to register as a depository member of a SDC:
(a) Having a certificate of registration of its securities depository operation issued by the SSC.
(b) Having at least one member of the Board of Executors who is allocated with responsibility for securities depository, registration, and clearing activities.
(c) Having staff who have participated in professional training courses held by the SDC.
(d) Having professional rules and a system of material facilities and software which meets the requirements of the SDC.
2. The branch of a securities company or commercial bank must satisfy all the following conditions if it wishes to register to provide securities depository services:
(a) The conditions stipulated in sub-clauses (b), (c) and (d) of clause 1 above.
(b) Having received approval from the SSC for its securities depository operation.

>> See also:  How much is the fee and charge for registering an exclusive logo?

(c) Having a power of attorney from the securities company or commercial bank to the branch to provide the services, on the standard form in Appendix 04-LK to these Regulations.
3. Depending on the specific conditions, the SDC may provide other rules on conditions for approving depository members and branch depository members after such rules have been approved by the SSC.
Article 8. Registration of depository members and of depository member branches
1. The SDC shall provide specific rules on registration of depository members and of depository member branches.
2. The SDC must report to the SSC on registration of depository members and of depository member branches within one (1) working day of issuance of a certificate to a depository member or of grant of approval to a branch.
Article 9. Registration of members opening a direct account
1. The following institutions shall be permitted to register as members opening a direct account at the SDC:
(a) The State Bank.
(b) The State Treasury.
(c) The State Capital Investment Corporation (SCIC).

>> See also:  Professional Service of invention registration, invention protection

(d) Credit institutions and insurers participating in the bond market held by the Stock Exchange [and/or] a Securities Trading Centre.
(e) Foreign [i.e. overseas] Depository Centres.
(f) Other entities as stipulated by the SDC.
2. A member opening a direct account being the State Bank shall open an account in order to deposit securities being all types of valuable papers owned by the State Bank and by depository clients of the State Bank in order to facilitate currency market transactions.
3. The members opening a direct account as stipulated in sub-clauses (b), (c) and (d) of clause 1 above shall open accounts in order to deposit securities which they themselves own, and they shall be permitted to use the depository, registration, clearing and settlement services of the SDC.
4. The SDC shall provide rules on the procedures for registration of members opening a direct account at the SDC.
Article 10. Services contract between the SDC with a member
1. The SDC shall provide services to its members on the basis of a contract signed by the SDC with a member, and the contract shall contain the following main particulars:
(a) The specific services to be provided.
(b) The responsibilities of the SDC and of the member of the SDC.

>> See also:  Consultancy service and settlement of labor disputes in enterprises.

(c) Dispute resolution provisions.
(d) Provisions on termination of the contract.
2. The SDC shall provide rules on the specific detailed contents of a services contract between the SDC with a member.
Article 11. Temporary suspension of the operation of a member
The SDC shall temporarily suspend the operation of a member, after obtaining approval from the SSC, in the following circumstances:
1. The member has regularly breached the rules of the SDC.
2. In the case of deficiencies or shortcomings which have caused serious loss to clients.
Article 12. Circumstances in which a certificate of registration of membership of the SDC will be revoked
[A certificate of registration of membership of the SDC shall be revoked in the following circumstances:]
1. The member voluntarily terminates its status as a member and the SDC approves.

>> See also:  Marriage law consultancy services with foreign elements

2. The member fails to remedy breaches at the expiry of a period of temporary suspension, at the request of the SDC and SSC.
3. The member's licence for establishment and operation has been withdrawn.
4. A member fails to maintain all the conditions for registration of its securities depository operation as stipulated in article 48 of the Law on Securities throughout the process of the operation (applicable to a depository member)..
5. In a case of demerger, merger, consolidation, conversion, dissolution or bankruptcy.
6. The member registered but failed to commence operation as stipulated in article 5.3 of these Regulations.
7. The member breached the membership rules of the SDC, including contractual breach of the services contract between the SDC and the member leading to termination of membership status.
8. The SSC revoked the member's certificate of registration of its securities depository operation as stipulated in article 51.2 of the Law on Securities (applicable to a depository member).
Article 13. Circumstances in which a certificate of registration of a branch member of the SDC will be revoked
[The certificate of registration of a branch member of the SDC shall be revoked in the following circumstances:]
1. The depository member voluntarily requests termination of the branch depository operation, and the SDC agrees.

>> See also:  Family law consultancy online via call center

2. The depository member terminates the branch operation at the request of a competent authority.
3. The branch depository member breached the rules of the SDC and failed to remedy the breach despite a written reminder or warning from the SDC.
Chapter IV
SECURITIES REGISTRATION
Article 14. Securities registration at the SDC
1. The following types of securities must be registered at the SDC:
(a) Securities of public companies and of listed organizations.
(b) Government bonds listed on the Stock Exchange or a Securities Trading Centre.
(c) Bonds of economic institutions and of local authorities listed on the Stock Exchange or a Securities Trading Centre.
(d) Fund investment certificates listed on the Stock Exchange.

>> See also:  Free criminal lawyer counseling service via Email

(e) Other types of securities which must be registered at the SDC pursuant to an agreement reached between the SDC and the issuing organization.
2. Securities shall be registered at the SDC in the form of entry into a register.
3. The SDC shall issue a code number for securities which are registered with it, and this code number shall be uniformly used when listing at the Stock Exchange or a Securities Trading Centre.

 

>> See also:  Services of criminal law consultants, participation in the criminal case