Chapter V
SECURITIES INVESTMENT COMPANIES
Article 21.- Organization and operation of securities investment companies
1. A securities investment company is organized in the form of a joint-stock company of either of the following types:
a/ Public securities investment company that offers stocks to the public;
b/ Securities investment company that makes separate issues.
2. Stocks of a public securities investment company are listed and traded at the stock exchange. That securities investment company is not obliged to redeem its issued stocks.
3. A securities investment company that makes separate issues is entitled to offer its stocks to no more than 99 investors, of whom each institutional investor must invest at least VND 3 billion and each individual must invest at least VND 1 billion.
Securities investment companies that make separate issues are not required to comply with the regulations on investment restrictions applicable to public securities investment companies defined in Article 92 of the Law on Securities.
4. A securities investment company shall manage investment capital by itself or entrust a fund management company to manage it or hire a fund management company to provide investment consultancy and conduct transactions by itself. If a securities investment company hires a fund management company to manage its investment capital, the director or the general director, the deputy directors or the deputy general directors (if any), the chairman of the board of directors and at least two-thirds of members of the board of directors of the securities investment company must be independent from the fund management company.
5. A foreign securities investment company or fund being a legal entity that wishes to invest in Vietnam shall entrust a domestic fund management company or set up a Vietnam-based branch to manage its investment capital.
6. The Finance Ministry specifies the organization and operation of securities investment companies.
Article 22.- Dossiers and procedures for registration of public offering of stocks of public securities investment companies
1. The registration of public offering of stocks of public securities investment companies shall be made by their founding shareholders or fund management companies.
2. A dossier for registration of public offering of stocks comprises:
a/ A written registration of public offering of stocks made by founding shareholders or a fund management company;
b/ The draft charter of the securities investment company;
c/ The prospectus specified in Article 15 of the Law on Securities;
d/ The draft contract on supervision;
e/ The draft contract on investment management (in case of a fund management company that manages investment capital);
f/ A tentative list of the director or the general director and staffs engaged in securities business operations of the securities investment company, enclosed with copies of their securities practice certificates or dossiers of application for securities practice certificates (if the company manages its investment capital by itself);
g/ A written explanation of the material and technical foundations for investment activities (if the company manages its investment capital by itself);
h/ The list of founding shareholders enclosed with copies of their identity cards or passports, for individuals, or business registration certificates, for legal entities;
i/ The commitment of the founding shareholders to purchase at least 20% of stocks registered for public offering and to hold these stocks for 3 years after the establishment and operation license is granted.
3. The dossier specified in Clause 2 of this Article shall be made in 2 copies and sent to the State Securities Commission.
4. Within 30 days after receiving a complete and valid dossier, the State Securities Commission shall grant the public offering certificate. In case of refusal to grant the certificate, the State Securities Commission shall reply in writing, clearly stating the reason(s) therefor.
Article 23.- Public offering of stocks of public securities investment companies
1. The public offering of stocks of public securities investment companies shall comply with the provisions of Article 90 of the Law on Securities.
2. After the completion of a public offer of stocks, the founding shareholders or the fund management company shall report to the State Securities Commission on the result of the issue. At the same time, the founding shareholders shall finalize and submit to the State Securities Commission the dossier of application for establishment license of the securities investment company.
3. Within 30 days after receiving the report on capital mobilization result of the securities investment company and its valid dossier, the State Securities Commission shall grant the establishment and operation license to the public securities investment company. In case of refusal to grant the license, the State Securities Commission shall reply in writing, clearly stating the reason(s) therefor.
Article 24.- Dossiers and procedures for grant of establishment and operation licenses for securities investment companies that make separate issues
1. A dossier of application for the establishment and operation license comprises:
a/ A written application for the establishment and operation license, made by the founding shareholders;
b/ A bank's certification of the contributed capital amount deposited at a frozen account opened at that bank;
c/ A written record of capital contribution by the founding shareholders;
d/ The draft supervision contract;
e/ The list of the founding shareholders enclosed with copies of their identity cards or passports and judicial records, for individuals; business registration certificates and financial statements, for legal entities;
f/ The commitment of the founding shareholders to hold their shares for 3 years after the establishment and operation license is granted;
g/ The documents specified at Points b, e, f and g, Clause 2, Article 22 of this Decree.
2. If a founding shareholder that contributes capital is a foreign legal entity, the dossier must also contain the following documents: a valid copy of the charter or the equivalent document, the establishment and operation license or the business registration certificate of that legal entity granted by the country of origin or the document certifying that it is permitted to conduct securities business in the country of origin; a competent authority's decision on capital contribution to establish the securities investment company in Vietnam.
3. The dossier specified in Clause 1 of this Article shall be made in 2 copies. If a founding shareholder that contributes capital is a foreign legal entity, the dossier shall consist of one English version and one Vietnamese version. The dossier set in English must be consularly legalized. Copies in Vietnamese and translations from English into Vietnamese must be certified by a Vietnamese notary public or a law firm having the translation function and lawfully operating in Vietnam.
4. Within 30 days after receiving the complete and valid dossier, the State Securities Commission shall grant the establishment and operation license to the securities investment company. In case of refusal to grant the license, the State Securities Commission shall reply in writing, clearly stating the reason(s) therefor.
Article 25.- Increase or decrease of charter capital of securities investment companies
The conditions, dossiers and procedures for increase or decrease of charter capital of securities investment companies shall comply with regulations of the Finance Ministry.
Article 26.- Reporting and information disclosure by securities investment companies
1. Securities investment companies shall observe the reporting regime according to the Finance Ministry's regulations on reporting regime applicable to securities investment funds.
2. Securities investment companies that make public offering of stocks and have their stocks listed at a stock exchange or a securities trading center shall disclose information according to the provisions of Article 106 of the Law on Securities and the Finance Ministry's guiding documents.
3. Securities investment companies that make separate issues are not required to disclose information by the mode specified in Clause 4, Article 100 of the Law on Securities. In this case, securities investment companies shall notify information to be disclosed to their capital-contributing shareholders by the modes specified in their charters and concurrently report the disclosed information to the State Securities Commission.
Article 27.- Contents of the organization and operation charter of a securities investment company
The organization and operation charter of a securities investment company has the following contents:
1. The name, the address of the head office, summarized information on the securities investment company, the fund management company (if any) and the supervisory bank;
2. The operation objectives; investment domains; operation duration;
3. The charter capital and regulations on increase or decrease of the charter capital;
4. Information on founding shareholders and their shares;
5. Rights and obligations of shareholders;
6. The management organization structure;
7. The representative at law;
8. The procedures of adopting decisions of the company; the principles for settling internal disputes;
9. Regulations on the board of directors and the shareholders' general meeting;
10. Investment restrictions;
11. Regulations on selection of the supervisory bank; selection and change of the independent audit organization;
12. Regulations on transfer, issuance and redemption of shares; regulations on listing of stocks;
13. Costs and revenues; expenditures and bonuses of the managerial apparatus of the securities investment company and the supervisory bank; annual estimated total cost (in case of self-management);
14. Principles for division of after-tax profits and offsetting of business losses;
15. Mode of valuation of net assets and net asset value of each share;
16. Regulations on settlement of interest conflicts likely to arise between the securities investment company, the fund management company, the supervisory bank and concerned organizations or individuals;
17. Regulations on reporting regime;
18. Cases of dissolution, dissolution procedures and procedures for liquidation of the company's assets;
19. Procedures of amending or supplementing the charter of the fund;
20. The full names and signatures of the representative at law, the founding shareholders and their authorized representatives;
21. Other contents agreed upon by shareholders not in contravention of legal provisions.
Article 28.- Re-registration of securities investment enterprises established before the effective date of the Law on Securities
1. Enterprises established before the effective date of the Law on Securities and satisfying the requirements in Clause 1, Article 97 of the Law on Securities are obliged to carry out the procedures for re-registration to operate after the model of securities investment companies within one year after that effective date under the Finance Ministry's guidance.
2. After completing the re-registration procedures mentioned in Clause 1 of this Article, securities investment companies are obliged to comply with the provisions of the Law on Securities, this Decree and relevant legal documents.
Tìm kiếm
Nghị định 14/2007/NĐ-CP (Bản Word)