Chương II Nghị định 158/2006/NĐ-CP hướng dẫn Luật Thương mại hoạt động mua bán hàng hoá qua Sở Giao dịch hàng hóa: Sở giao dịch hàng hoá

Chapter II

THE GOODS EXCHANGE

Article 6.- Legal position of the Goods Exchange

The Goods Exchange is a legal entity established and operating as a limited liability company or a joint-stock company according to the provisions of the Enterprise Law and this Decree.

Article 7.- Competence to license the establishment of the Goods Exchange

The Trade Minister shall decide on granting, re-granting, amending or supplementing the establishment license of the Goods Exchange; and approve the operation charter of the Goods Exchange.

Article 8.- Conditions for establishment of the Goods Exchange

The Goods Exchange is established when the following conditions are satisfied:

1. Its legal capital is one hundred and fifty billion dong or more;

2. Its operation charter is compliant with this Decree;

3. Its director or general director possesses bachelor or higher degree and has worked in the economic-financial domain for at least five years; has full civil act capacity and is not banned from corporate administration according to the provisions of the Enterprise Law;

4. Other conditions specified by the Enterprise Law.

Article 9.- Dossier of application for establishment license of the Goods Exchange

The dossier of application for establishment license of the Goods Exchange comprises:

1. An application for establishment license of the Goods Exchange, made according to a form set by the Trade Ministry;

2. A list of members in case the Goods Exchange operates as a limited liability company and the following enclosed documents:

a/ For individual members: Copies of their identity cards or other lawful personal identification papers;

b/ For institutional members: Copies of their establishment decisions, business registration certificates or other equivalent documents; powers of attorney, identity cards or lawful personal identification papers of their authorized representatives.

3. A list of founding shareholders in case the Goods Exchange operates as a joint-stock company and the following enclosed documents:

a/ For individual shareholders: Copies of their identity cards or other lawful personal identification papers;

b/ For institutional shareholders: Copies of their establishment decisions, business registration certificates or other equivalent documents; powers of attorney, identity cards or lawful personal identification papers of their authorized representatives.

4. The competent agency's written certification of the legal capital;

5. The econo-technical explanation, stating objectives, location, schedule for establishment and operation commencement, and technological solutions to conduct transactions;

6. Draft operation charter of the Goods Exchange;

7. Draft charters of enterprises.

Article 10.- Examination of conditions and dossier and grant of establishment license of the Goods Exchange

1. The Trade Ministry shall examine the conditions and dossier of application for establishment license of the Goods Exchange specified in Articles 8 and 9 of this Decree.

2. Within seven working days after receiving the dossier of application for establishment license of the Goods Exchange, the Trade Ministry shall examine its validity and may request supplementation of the incomplete dossier contents according to Article 9 of this Decree.

3. The Trade Ministry shall complete the examination within forty five days after receiving the valid dossier. This time limit may be prolonged but must not exceed sixty days.

4. Upon the expiration of the time limit specified in Clause 3 of this Article, the Trade Ministry shall decide to grant or refuse to grant the establishment license of the Goods Exchange. In case of refusal to grant the license, the Trade Ministry shall notify it in writing, clearly stating the reason therefor.

Article 11.- Contents of the establishment license of the Goods Exchange

The establishment license of the Goods Exchange serves concurrently as its business registration license and contains the following information:

1. The name and address of the head office of the enterprise, its representative offices and branches and the place where goods purchase and sale transactions are conducted;

2. The full name, permanent residence address, nationality, serial number of identity card, passport or another personal identification number of the representative at law of the Goods Exchange;

3. The full names, permanent residence addresses, nationalities, serial numbers of identity cards, passports or other personal identification numbers of the Goods Exchange's founding members or individual shareholders;

4. The serial numbers of the establishment decisions or the business registration certificates of the owner of the company or the members in case the Goods Exchange operates as a limited liability company;

5. The serial numbers of the establishment decisions or the business registration certificates of the founding institutional shareholders in case the Goods Exchange operates as a joint-stock company;

6. The charter capital in case the Goods Exchange operates as a limited liability company; the number of shares, value of paid-up equity capital and number of shares eligible for sale offer in case the Goods Exchange operates as a joint-stock company;

7. Type of goods to be traded.

Article 12.- Amendments and supplements to the establishment license of the Goods Exchange

1. In case of a change in the contents of the establishment license specified in Article 11 of this Decision, the Goods Exchange shall file to the Trade Ministry a dossier of request for amendment or supplementation of the establishment license.

2. A dossier of request for amendment or supplementation of the establishment license of the Goods Exchange comprises:

a/ A written request for amendment or supplementation of the establishment license of the Goods Exchange, made according to a form set by the Trade Ministry;

b/ The original establishment license of the Goods Exchange.

3. Within 15 days after receiving the valid dossier specified in Clause 2 of this Article, the Trade Ministry shall decide on amendment or supplementation of the establishment license of the Goods Exchange. In case the amendment or supplementation of the establishment license of the Goods Exchange is rejected, the Trade Ministry shall notify the rejection in writing, clearly stating the reason therefor.

Article 13.- Re-grant of the establishment license of the Goods Exchange

1. If the establishment license of the Goods Exchange is lost, torn or burned or otherwise damaged, the Goods Exchange shall file to the Trade Ministry its dossier of application for re-grant of its establishment license.

2. A dossier of application for re-grant of the establishment license of the Goods Exchange comprises:

a/ An application for re-grant of the establishment license of the Goods Exchange, made according to a form set by the Trade Ministry;

b/ The original or a copy of the establishment license of the Goods Exchange (if any).

3. Within 10 days after receiving the valid dossier specified in Clause 2 of this Article, the Trade Ministry shall re-grant the establishment license of the Goods Exchange. In case of refusal to re-grant the establishment license of the Goods Exchange, the Trade Ministry shall notify it in writing, clearly stating the reason therefor.

Article 14.- The operation charter of the Goods Exchange

1. The operation charter of the Goods Exchange must have the following principal contents:

a/ Conditions and procedures for recognizing the member status; rights and obligations of members;

b/ Cases of termination of the member status and responsibilities thereupon;

c/ Type of goods for trading; standards and units of measurement of such type of goods;

d/ Model trading contract and trading order;

e/ Time limit for contractual trading and trading process;

f/ Trading limits, collateral and fee;

g/ Methods and procedures for contract performance;

h/ Information to be disclosed by the Goods Exchange and operation reports and financial statements of the members;

i/ Risk management measures;

j/ Settlement of disputes;

k/ Amendment or supplementation of the operation charter;

l/ Other relevant contents.

2. The operation charter of the Goods Exchange must not contravene the provisions of this Decree and current provisions of law.

Article 15.- Powers of the Goods Exchange

1. To select goods on the list of goods specified in Article 32 of this Decree and organize the trading of that goods through the Goods Exchange.

2. To organize, administer and manage goods purchase and sale through the Goods Exchange.

3. To accept or revoke the member status according to the provisions of the operation charter of the Goods Exchange.

4. To request trading members to pay member status collaterals and trading collaterals according to the operation charter of the Goods Exchange.

5. To collect membership fee, trading fee, information supply service charge and other service charges according to the provisions of the operation charter of the Goods Exchange and provisions of law.

6. To promulgate regulations on listing, information disclosure and goods purchase and sale at the Goods Exchange.

7. To inspect and supervise trading and information disclosure activities of members.

8. To request members to take risk management measures specified in the operation charter of the Goods Exchange.

9. To designate another trading member to perform a contract being currently held by a trading member whose member status has been terminated according to the provisions of Article 24 of this Decree.

10. To act, when requested, as a conciliator upon the appearance of disputes related to goods purchase and sale through the Goods Exchange.

11. To exercise other rights provided for in this Decree, its operation charter and law.

Article 16.- Responsibilities of the Goods Exchange

1. To organize goods purchase and sale in strict compliance with the provisions of this Decree and its operation charter.

2. To organize goods purchase and sale transactions through the Goods Exchange in a fair, orderly and efficient manner.

3. To announce its operation charter and establishment license which have already been approved, granted, amended or supplemented by the Trade Minister; to announce the list of and information on its members; to disclose information on transactions and trading orders for goods purchase and sale through the Goods Exchange and other information according to its operation charter.

4. To report periodically or extraordinarily at the request of the Trade Ministry on information related to goods purchase and sale through the Goods Exchange and the list of members at the time of reporting.

5. To supply information on and coordinate with competent agencies in inspecting, preventing and combating law-breaking acts related to goods purchase and sale through the Goods Exchange.

6. To observe the statistical, accounting and audit regimes provided for by law.

7. To bear the final responsibility for all activities of goods purchase and sale through the Goods Exchange.

8. To set up a system for internal control, risk management and monitoring and prevention of internal conflicts of interest.

9. To pay compensations for damage caused by the Goods Exchange to its members, except for damage caused by force majeure circumstances as prescribed by law.

10. To perform other obligations specified in this Decree, the Enterprise Law, the operation charter of the Goods Exchange and relevant provisions of law.