Chương III Thông tư 210/2012/TT-BTC: Tổ chức của công ty chứng khoán

Chapter III

ORGANIZATION OF SECURITIES COMPANY

Section 1. GENERAL PROVISION

Article 16. Principles of organization

1. Branch, transaction office, representative office are the units of the securities companie . The securities company must take responsibility for the operation of its branch, transaction office and representative office.

2. Name of branch, transaction office and representative office must bear the name of the securities company attached to the words indicating branch, transaction office and representative office and proper name for differentiation.

Article 17. General procedures

1. Securities company which is established, closed and changes its location of branch, transaction office and representative office must be approved by the State Securities Commission. The securities company which changes its branch name, transaction office and operations conducted at branch and changes its branch manager must request the State Securities Commission to adjust decision to establish branches, and transaction offices.

2. Dossier to request the approval of the State Securities Commission and dossier to request the adjustment of Decision on establish branch and transaction office for the contents specified in Clause 1 of this Article shall be made in one (01) original directly sent to the State Securities Commission or by post.

3. Where the dossier is incomplete and invalid, the securities company shall supplement and complete dossier within thirty (30) days after the State Securities Commission requests the supplementation and completion of dossier in writing. After this time limit, if the securities company does not carry out full supplementation and completion, the dossier which has been sent to the State Securities Commission shall be implicitly invalid.

Section 2. BRANCH OF SECURITIES COMPANY

Article 18. Branch establishment

1. Branch is a unit of the securities company. Branch of securities company shall perform business operations as decentralized and authorized from the securities company. The business operations of the branch are only limited within the scope of the business operations which securities company is licensed to operate.

2. The establishment of branch of securities company must meet the following requirements:

a) At the time of establishment of a branch, the securities company is not put under control, special control, suspension from operation under current regulations;

b) Not being sanctioned for administrative violations in the area of securities and securities markets within six (06) months to the time the State Securities Commission has received dossier to establish a branch;

c) Having head office and necessary equipment in service of the authorized securities business operations.

d) Branch Manager of securities company must meet the criteria specified at Points a and d, Clause 3, Article 34 and have certificate of securities practice in conformity with the business operations which the branch is entitled to perform, and professional experience in the area of finance, banking and securities at least two (02) years and executive and management experience of at least one (01) year;

e) Ensuring sufficient securities practitioner for business operations being conducted at the headquarter, branch, transaction office and having at least two (02) securities practitioners suitable for every business operation done at the branch expected to be established.

3. Dossier to request the branch establishment including:

a) Written request for branch establishment (under form prescribed in Appendix IX issued with this Circular).

b) The decision of the Board of Directors, the Board of Members or the Owners of the securities company on the establishment of branches and securities business operations authorized for branch to implement;

c) The business process, internal control and risk management process are expected to be performed at the branch;

d) Written explanation about the material facilities to ensure implementation of business operations as authorized by the securities company (under the form prescribed in Appendix II issued with this Circular) together with documents proving the right use of branches;

e) List of securities practitioners of the entire Company; list of Branch Manager, securities practitioners working at branches together with valid copy of certificate of securities practice and labor contract signed between securities company and securities practitioners working at branches; decision on appointment and a written personal information (under the form prescribed in Appendix IV issued with this Circular) of the branch Manager.

4. The State Securities Commission shall inspect the material facilities of the head office of branch of securities company expected to perform the operations of securities brokerage, securities dealing before making a decision to approve the establishment of branch.

5. Within fifteen (15) days from the date of receipt of complete and valid dossier and results of inspection of material facilities (if any), the State Securities Commission shall make a decision on approval to establish branches. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

6. Branch of securities company shall officially operate within three (03) months from the date the State Securities Commission has approved the establishment. Beyond this time limit, the State Securities Commission shall withdraw the decision on approval for the establishment of branches.

Article 19.Branch closure

The branch closure shall be implemented by the following process:

1. The securities company shall submit dossier to request the branch closure including:

a) A written request for branch closure (under the form prescribed in Appendix IX, issued together with this Circular);

b) Decision of the Board of Directors, the Board members or the Owners of the securities company on the branch closure;

c) Plan for handling valid securities trading contracts signed with customers, including contracts to provide brokerage services, investment consultation and underwriting in which clearly stating the publication of information and notification to customers of the branch closure and the time limit of at least fifteen (15) days for customer to finalize their accounts.

2. Within fifteen (15) days from the date of receipt of valid dossier as prescribed in Clause 1 of this Article, the State Securities Commission shall make a decision on approval for the branch closure of the branch of securities company. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

3. Securities company shall perform the branch closure under the plan which has been reported to the State Securities Commission.

4. Securities Company shall make report on result of branch closure. Within five (05) days from the date of receipt of the report, the State Securities Commission shall make a decision to revoke the decision on establishment of branch of securities company.

Article 20. Change of location and amendment of decision on branch establishment

1. Dossier to request the change of branch location includes:

a) Written request for change of the branch location (under form prescribed in Appendix IX issued together with this Circular);

b) Written explanation about material facilities to ensure the implementation of business operations at new location of the branch (under form prescribed in Appendix IX issued together with this Circular) attached to documents proving the use right Ownership of branch office.

c) Decision of the Board of Directors, Board of Members or Owners on the change of location of the branch.

2. Dossier to request the supplementation of securities business operations at the branch includes:

a) Written request for amendment of decision on approval for establishment of branch of securities company (under form prescribed in Appendix IX issued together with this Circular);

b) Written explanation about material facilities in service of business operations which have been requested for cases of supplementation of securities brokerage, securities dealing (under form prescribed in Appendix IX issued together with this Circular);

c) Decision of the Board of Directors, Board of Members or Owners of securities company on the supplementation of business operations at the branch;

d) List of securities practitioners working in the operation departments, branches, transaction office and list of securities practitioners expected to carry out the business operations requested for supplementation at the branch together with valid copy of certificate of securities practice and labor contracts signed between securities company and securities practitioners expected to performance business operations requested for supplementation at the branch.

3. Dossier to request the withrawal of securities business operations at the branch including:

a) Written request for amendment of Decision on approval for establishment of branch of securities company (under form prescribed in Appendix IX issued together with this Circular);

b) The decision of the Board, the Board members or the owners of the securities company on the withdrawal of business operations at the branch;

c) Plan for handling the contracts signed with valid customers including contract to open securities trading account, contract of securities investment consultation and contract of securities underwriting, in which specifying the publication of and notification to customers of the branch closure of branches and the time limit of at least fifteen (15) days.for customer to finalize their accounts.

4. Dossier to request the renaming of branch includes:

a) Written request for amendment approval for establishment of branch of securities companies (under form prescribed in Appendix IX issued together with this Circular);

b) The decision of the Board of Directors, the Board of Members or the owners on the securities company on the renaming of branch;

5. Dossier to request the change of branch manager includes:

a) Written request for amendment of decision on approval for the establishment of securities company (under form prescribed in Appendix IX issued together with this Circular);

b) The decision of the Board of Directors, the Board of Members or the owners on the securities company on the change of branch name;

c) A written personal information of branch Manager (under form prescribed in Appendix IX issued together with this Circular) together with a valid copy of identification card, labor contract and certificate of securities practice in accordance with the business operations which have been authorized for performance at the branch.

6. Where the securities company changes location for the branch, it must meet the conditions of the material facilities as specified at Point c, Clause 2, Article 18 of this Circular. Prior to the approval of the change of location of the branch, the State Securities Commission shall inspect the material facilities at the new location of the branch in case the branch perform securities brokerage and securities dealing.

7. Within fifteen (15) days from the date of receipt of complete and valid dossier and the result of inspection of material facilities in case of supplementation of business operation at the branch or change of the location of branch (if any). The State Securities Commission shall decide to amend the decision on approval for establishment of branch. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

Section 3. TRANSACTION OFFICE OF SECURITIES COMPANY

Article 21. Establishment of transaction office of securities company

1. Transaction office is a unit of the headquaters or branch of securities company. Location of transaction office is within the province or city where the company is located its head office or branch. The transaction office shall support the implementation of securities brokerage, securities investment consultation and securities depository for the head office or branch where the transaction office depends.

2. The establishment of securities company must meet the following requirements:

a) At the time of establishment of transaction office, the securities company is not put under control, special control, suspension from operation under current regulations;

b) Not being sanctioned for administrative violations in the field of securities and securities market in six (06) months to the time the State Securities Commission receives dossier to request the establishment of transaction office;

c) Having head office and necessary equipment in service of the support of securities business operations;

d) Ensuring adequate securities practitioners working at the existing head office, branch and transaction office and having at least two (02) securities practitioners working at the transaction office expected to be established.

3. Dossier to establish transaction office includes:

a) Written request to establish transaction office (under form prescribed in Appendix IX issued together with this Circular);

b) Professional procedures done at transaction office;

c) Written explanation about the material facility to ensure the support the business operations of the transaction office (under form prescribed in Appendix IX issued together with this Circular) together with documents proving the use right of transaction office;

d) The decision of the Board of Directors, the Board of Members or the Owners of the securities company on the establishment of transaction office;

e) List of securities practitioner list of the entire Company; lists of securities practitioners working in the transaction office together with valid copy of certificate of securities practice and labor contracts signed between securities company and practitioner at the transaction office of securities companies.

4. The State Securities Commission test facility for companies trading securities prior to making decision on approval for establishment of the transaction office.

5. Within fifteen (15) days from the date of receipt of a valid dossier and result of inspection of material facilities, the State Securities Commission shall make a decision on approval for establishment of the transaction office. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

6. The transaction office of securities company must be officially launched the operation in three (03) months from the date of approval of the State Securities Commission. Beyond this time limit, the State Securities Commission shall revoke the decision on approval for establishment of the transaction office.

Article 22. Closure of transaction office

1. Dossier to request the closure of transaction office includes:

a) Written request for closure of transaction office (under form prescribed in Appendix IX issued together with this Circular);

b) Decision of the Board of Directors, the Board of Members or the Owners of the securities company on the closure of transaction office;

c) Plan for handling securities trading contracts signed with customers in effect, specifying the publication of information and notification to customers of the closure of the transaction office and the time limit of at least fifteen (15) days for customers to finalize their account.

2. Within fifteen (15) days from the date of receipt of valid dossier as prescribed in Clause 1 of this Article, the State Securities Commission shall make a decision on approval for the closure of transaction office of the securities company. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

3. The securities company shall implement the closure of transaction office under the plan having been reported to the State Securities Commission.

4. Securities company shall make a report on the result of closure of transaction office. Within five (05) days from the date of receipt of the report, the State Securities Commission shall make a decision on approval for establishment of transaction office of securities company.

Article 23. Change of location and amendment of decision on approval for establishment of transaction office

1. Hồ sơ đề nghị thay đổi địa điểm phòng giao dịch bao gồm Dossier to request the change of location of transaction office:

a) Written request for the change of location of transaction office (under form prescribed in Appendix IX issued together with this Circular);

b) Written explanation about the material facilities to ensure the support of business operations at the new location of the transaction office (under form prescribed in Appendix IX issued together with this Circular) together with documents proving the use right of transaction office.

c) Decision of the Board of Directors, Board of Members or Owners of the change of location of transaction office.

2. Dossier to request the renaming of transaction office:

a) Written request for amendmentof decision on approval for the establishment of transaction office of securities company (under form prescribed in Appendix IX issued together with this Circular);

b) Decision of the Board of Directors, Board of Members or Owners about renaming of transaction office.

3. Securities company changes the location of transaction office must meet the conditions of the material facilities as prescribed at Point c, Clause 2, Article 21 of this Circular. The State Securities Commission shall inspect the material facilities at the new location of the transaction office.

4. Within fifteen (15) days from the date of receipt of complete and valid dossier and the result of inspection of material facilities, the State Securities Commission shall decide to amend the decision on approval for the establishment of transaction office. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

Section 4. REPRESENTATIVE OFFICE OF SECURITIES COMPANY

Article 24. Establishment of representative office

1. Representative office is a unit of securities company. The location of the representative office is not within the province or city where the company locates its head office or branch.

2. Sphere of activities of a representative office shall include one, some or all of the following contents:

a) Performing the functions of communication and market research office;

b) Promoting development of cooperation projects in the field of securities and securities market at the location of the representative office;

c) Promoting and monitoring the implementation of the projects and the signed contracts related to the company’s field of operation.

3. Representative offices shall not be entitled to conduct business activities and the implementation of activities related to securities trading, may not directly or indirectly sign economic contracts.

4. The establishment of representative office of securities companies must meet the following requirements:

a) At the time of establishment of representative offices, the securities company is not put under control, special control or suspended from operation in accordance with current regulations;

b) Not being sanctioned for administrative violations in the field of securities and securities market within six (06) months to the time the State Securities Commission receives dossier for the establishment of representative offices;

c) Having representative office.

5. Dossier to request the establishment of representative office includes:

a) Written request for establishment of representative office(under form prescribed in Appendix IX issued together with this Circular);

b) Decision of the Board of Directors, the Board of Members or the owners of the securities company on the establishment of a representative office, specifying the sphere of activities of the representative office;

c) Documents proving the use right of representative office.

6. Within fifteen (15) days from the date of receipt of valid dossier, the State Securities Commission shall make a decision on approval for establishment of representative office. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

Article 25. Closure of representative office.

1. Representative office of securities company shall be closed in the following cases:

a) Voluntary termination of operation;

b) Place for establishment representative office already has branch or head office of securities company.

2. Dossier to request the closure of representative office includes:

a) Request for closure of representative office (under the form prescribed in Appendix IX issued together with this Circular);

b) Decision of the Board of Directors, the Board of Members or the owners of the securities company on the closure of representative office.

3. Within fifteen (15) days from the date of receipt of valid dossier as prescribed in Clause 2 of this Article, the State Securities Commission shall make a decision on approval for the closure of representative office and withdrawal of decisions on establishment of a representative office.In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

Article 26. Change of location and amendment of decision on approval for the establishment of representative office

1. Dossier to request the change of location of representative office includes:

Written request for change of location of representative office of the securities company (under the form prescribed in Appendix IX issued together with this Circular);

a) Decision of the Board of Directors, the Board of Members or the Owners on relocation of representative office;

b) Documents proving the use right of representative office.

2. Documents to request the renaming of representative office includes:

a) Written request for amendment of decision on approval for establishment of representative office of securities company (under the form prescribed in Appendix IX issued together with this Circular);

b) Decision of the Board of Directors, the Board of Members or the Owners on the renaming of representative office.

3. Within fifteen (15) days from the date of receipt of valid dossiers, the State Securities Commission shall decide to amend decision on approval for the establishment of a representative office.In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.