Chapter VII
REORGANIZATION OF SECURITIES COMPANY
Section 1. CONVERSION OF CORPORATION SECURITIES
Article 63. Conversion forms of securities companies
1. Securities company is a limited liability company with a member converted into a limited liability company with two members or more, and vice versa.
2. Securities company is a limited liability company converted into joint stock company, and vice versa.
Article 64. Conditions for conversion of securities company.
1. The conversion of the company, the plan for company conversion must be approved by the General Meeting of Shareholders, the Board of Members or the Owners.
2. Securities company formed after the conversion must meet the conditions specified in Clauses 1, 2, 3 and 4 of Article 3 of this Circular.
3. In case of conversion to become the one-member limited liability company, the securities company must comply with the provisions of Point b, Clause 5, Article 3 of this Circular.
4. The conversion of the company shall not affect the customers’ interests (if any).
5. The company conversion must comply with the relevant laws.
Article 65. Procedures for company conversion
1. Securities company implementing the company conversion must be approved by the State Securities Commission. The dossier to request the approval for conversion shall be made into (01) original submitted directly to the State Securities Commission or sent by mail. Dossier includes:
a) A written request for approval to convert the company (see Appendix XVIII issued together with this Circular);
b) Minutes of the meeting, the decision of the General Meeting of Shareholders, the Board of Members or Owners on the company conversion;
c) Conversion plan approved by the General Meeting of Shareholders, the Board members or the Owners of the Company;
d) Dossier to request the approval for the transfer of ten percent (10%) or more of the contributed chartered capital (if any) specified in Clause 2, Article 30 of this Circular;
đ) Documents proving satisfaction of the provisions of Clause 3, Article 64 of this Circular.
2. Within thirty (30) days after receipt of complete and valid dossier as stipulated in Clause 1 of this Article, the State Securities Commission shall make a decision on approval for conversion. In case of refusal, the State Securities Commission shall reply in written clearly stating the reasons.
3. Securities company shall perform the conversion in accordance with the Enterprise Law. In case of company conversion in association with individual share offering, the offering of shares to the public, securities companies must comply with the relevant provisions of offering.
4. After the conversion, the securities company shall carry out procedures for the re-issuance of License of establishment and operation. Dossier to request for the re-issuance of License shall be made in one (01) original submitted directly to the State Securities Commission or sent by mail. Dossier includes:
a) Written request for issuance of License of establishment and operation (under form prescribed in Appendix I issued together with this Circular);
b) Making report on the result of the implementation of the conversion plan, including a list of shareholders, capital contributor of the company after the conversion (under prescribed in Appendix V issued together with this Circular). The results of the transfer from ten percent (10%) or more of the chartered capital (if any) (under the form prescribed in Appendix XIII issued together with this Circular), the result of share offering (if any);
c) Written explanation about material facilities to ensure the implementation of securities business operations (under the form prescribed in Appendix II issued together with this Circular).
d) Tentative list of the Director (General Director) and securities practitioners at the head office (under the form prescribed in Appendix III issued together with this Circular) together with valid copy of Certificate of securities practice; Written personal information of the Director (General Director) (under the form prescribed in Appendix IV issued together with this Circular).
đ) Confirmation of additionally increased capital (if any) of the bank where the blockade account is opened or of the auditing organizations approved by the State Securities Commission;
e) Draft of company Ordinance after conversion;
g) Original of License of establishment and operation of the converted securities company.
5. The State Securities Commission shall inspect the material facilities if the company after the conversion has changed the location of its head office or clarify issues related to the material facilities of the company after the conversion.
6. Within thirty (30) days from the date of receipt of complete and valid dossier as specified in Clause 4 of this Article and the results of inspection of material facilities (if any), the State Securities Commissionre shall re-issued the License of establishment and operation. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.
7. Securities company formed after the conversion shall inherit all the rights and obligations of the converted securities company.
8. The converted securities company must publish information as prescribed by current regulations of law.
9. Branches and transaction offices of the securities company after the conversion continuing to operate must make adjustments of decision on approval for the establishment of branches and transaction offices as stipulated in Articles 20 and 23 of this Circular. Branches and transaction offices not continuing to operate shall make the procedure for closing branches and transaction offices as stipulated in Articles 19 and 22 of this Circular.
Section 2. CONSOLIDATION, MERGER OF SECURITIES COMPANY
Article 66. Conditions for consolidation and merger
1. Securities company formed after the consolidation or merger must meet the conditions specified in Clauses 1, 2, 3 and 4, Article 3 of this Circular.
2. Consolidation, merger, consolidation or merger plans must be approved by the General Meeting of Shareholders, the Board of Members or the Owners.
3. Consolidation or merger does not affect the customers’ interests (if any).
4. Securities company related to the consolidation or merger must comply with law on competition and other relevant laws.
Article 67. Procedures for consolidation and merger
1. Securities company makes the consolidation or merger must be approved by the State Securities Commission. Dossiers to request the approval for consolidation or merger shall be made in one (01) original submitted directly to the State Securities Commission or sent by mail. Dossier includes:
a) Request for approval of consolidation or merger (see Appendix XIX issued together with this Circular);
b) Minutes of the meeting, the Decision of the General Meeting of Shareholders, the Board of Members or the Owners of the companies involved in consolidation or merger;
c) Principle contract of consolidation or merger (including the minimum content under the form prescribed in Appendix XX, issued together with this Circular);
d) Plan for consolidation or merger was approved by the General Meeting of Shareholders, the Board of Members or Owners of the companies involved in consolidation or merger through, including the plan for processing of brokerage account (if any) of the customers (including the minimum contents under form prescribed in Appendix XXI issued with this Circular);
đ) Dossier to request approval for the transfer from ten percent (10%) or more of the contributed chartered capital (if any) specified in Clause 2, Article 30 of this Circular.
2. Within thirty (30) days after receipt of complete and valid dossier as stipulated in Clause 1 of this Article, the State Securities Commission shall make a decision on approval for consolidation or merger. In case of refusal, the State Securities Commission and a written reply clearly stating the reasons.
3. Securities company perform the consolidaation or merger in accordance with the provisions of the Enterprise Law.
4. After the consolidation or merger, securities company shall carry out procedures for re-issuance of License for establishment and operation. Dossier to request the re-issuance of License shall be signed by the legal representatives of the companies involved in consolidation and merger and made into one (01) original submitted directly to the State Securities Commission or sent by post. Dossier includes:
a) Written request for issuance of License of establishment and operation (under form prescribed in Appendix I issued together with this Circular);
b) Report on result of consolidation or merger;
c) List of shareholders and capital contributors of the company after the consolidation or merger; result of the transfer from ten percent (10%) or more of the chartered capital (if any);
d) Written explanation about material facilities to ensure the implementation of securities business operations (under the form prescribed in Appendix II issued together with this Circular).
đ) Tentative list of the Director (General Director) and securities practitioners at the head office (under the form prescribed in Appendix III issued together with this Circular) together with valid copy of Certificate of securities practice; the written personal information of the Director (General Director) (under the form prescribed in Appendix II issued together with this Circular);
e). Draft of company Ordinance after the consolidation or merger;
g). The original of License of establishment and operation of the securities company involved in consolidation or merger;
5. The State Securities Commission shall inspect the material facilities if the company relocates its head office after the consolidation or merger, or to clarify issues related to the the company’s material facilities after the conversion.
6. Within thirty (30) days from the date of receipt of complete and valid dossier as specified in Clause 4 of this Article and the results of inspection of material facilities (if any), the State Securities Commission shall re-issue License of establishment and operation. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.
7. Securities company formed after the consolidation or merge shall inherit all rights and obligations of the securities company involved in the consolidation or merger.
8. Securities company after consolidation or merger shall publish information in accordance with current laws.
9. Branches and transaction offices of the securities company after the consolidation or merger continuing to work shall request the approval of the State Securities Commission for the establishment of branches and transaction offices as stipulated in Article 18 and 21 of this Circular. Branches and transaction offices not continuing to operate shall make the procedure for closure of branches, transaction offices as stipulated in Articles 19 and 22 of this Circular;
Tìm kiếm
Thông tư 210/2012/TT-BTC hướng dẫn thành lập và hoạt động công ty chứng khoán do Bộ trưởng Bộ Tài chính ban hành (Bản Pdf)
Thông tư 210/2012/TT-BTC hướng dẫn thành lập và hoạt động công ty chứng khoán do Bộ trưởng Bộ Tài chính ban hành (Bản Word)