Chapter III
REAL ESTATE SECURITIES COMPANIES
Section 1. ESTABLISHMENT OF REAL ESTATE SECURITIES COMPANIES
Article 22. General provisions regarding real estate securities companies
1. Naming of a real estate securities company shall be subject to corporate laws and its name shall be composed of the followings:
a) The phrase “real estate securities company”;
b) Proper name.
2. Within thirty (30) days from the effective date of the establishment and operation license or the adjusted one, the trust's fund management company must prepare a complete set of documents and list stocks on a stock exchange according to provisions of laws.
3. Real estate securities company is not an organization doing real estate business as provided in laws on real estate business. A real estate securities company shall not be allowed to carry out business, production and service provision activities while it shall be allowed to make investments and entrust its capital to a fund management company for investment purposes. Such entrusted capital administration shall be subject to the supervisory bank's supervision.
4. All assets of a real estate securities company must be registered in the name of a securities investment company as their owner and must be fully deposited at the trust’s supervisory bank. In case of cash, such cash must be deposited in a bank account registered in the name of the securities investment company. In case of real property or assets other than securities already registered or deposited, all original documents evidencing asset ownership must be deposited in a full and timely manner at a supervisory bank.
A securities investment company's property owned by shareholders according to the proportion of their contributed capital is not the property of the fund management company or supervisory bank. Fund management companies may use property of securities investment companies for the purpose of settling payment obligations of securities investment companies, but shall not be allowed to use such property as payments or security for liabilities and other payment obligations of their own or other persons or entities in any form and circumstance.
5. Real estate securities companies shall be prohibited from establishing branches, transaction offices and representative offices. Securities investment companies can use offices of fund management companies as theirs.
6. Real estate securities companies shall not be authorized to recruit employees. Directors (Directors General), Deputy Directors (Deputy Directors General) of real estate securities companies are the trust’s governors who are appointed by fund management companies, meeting regulations laid down in clause 2 of Article 13 herein, and complying with regulations as applied to licensed securities dealers, or with laws on establishment, organization and operation of fund management companies as applied to the trust’s governors. The aforesaid persons may act on behalf of fund management companies to enter into and carry out securities transactions or economic agreements under their authority delegated by securities investment companies.
7. Real estate securities companies shall be allowed to issue only one type of shares and shall not be obliged to redeem shares that they have already issued, except as such shares are redeemed for the purposes of elimination in case of amalgamation or merger with other securities investment companies.
8. In cases where the charter of a real estate securities company prescribes that a foreign investor may own more than 49% of its charter capital, the company must register its stock code and shall be bound by laws on ownership restrictions as applied to foreign investors.
9. The Charter of a real estate securities company and its prospectus shall be created using the form given in the Appendix No. 05 and No. 06 hereto. Any revision of the Charter must be proposed to seek approval from a shareholders’ general meeting of a securities investment company. If permitted by the Charter of a real estate securities company to make such revision, the trust's fund management company and the governing board of the real estate securities company may correct grammatical, spelling or syntactic errors in the company's Charter that are not likely to affect the Charter’s contents without needing to receive consent from the shareholders’ general meeting. After such revision, the trust’s fund management company and the governing board of the real estate securities company must inform shareholders of which information is revised.
10. Public disclosure of information of a real estate securities company shall be subject to regulations laid down in clause 4 of Article 3 herein.
Article 23. Registration of offering and issue of shares of real estate securities companies
1. The public offering and issue of shares of a real estate securities company shall include the initial public offering thereof for the purpose of raising funds for its establishment, and the issue thereof for the purpose of increasing capital.
2. Application and documentation requirements, processes and procedures for registration of the public offering and additional issue of shares of a real estate securities company shall conform to regulations laid down in clauses 2, 3, 4 and 5 of Article 4 herein, and those regulations laid down in laws on establishment, organization and operation of public investment companies.
Article 24. Distribution of shares of real estate securities companies, certification of ownership interests and disbursement
Distribution and certification of ownership of shares and disbursement shall be subject to regulations laid down in Article 5 and 7 herein and regulations laid down in other laws on establishment, organization and operation of public investment companies.
Article 25. Eligibility and documentation requirements, processes and procedures for establishment of real estate securities companies
Eligibility and documentation requirements, processes and procedures for establishment of a real estate securities company shall be subject to regulations laid down in Article 79 in the Decree No. 58/2012/ND-CP and other regulations of laws on establishment, organization and operation of public investment companies. Summary reports on results of offering of shares and application forms for grant of establishment and operation licenses of securities investment companies shall be prepared by using the form given in the Appendix No. 03 and No. 04 hereto.
Section 2. OPERATION OF REAL ESTATE SECURITIES COMPANIES
Article 26. Investment portfolios and investment operations of real estate securities companies
Investment portfolios and investment operations of real estate securities companies shall conform to regulations laid down in Article 81 in the Decree No. 58/ND-CP and Article 9, 10, 11, 12, 13, 14 and 15 herein.
Section 3. SHAREHOLDERS’ GENERAL MEETINGS AND GOVERNING BOARD
Article 27. Rights and obligations of shareholders and shareholders' general meetings
1. Rights and obligations of shareholders making equity contribution to real estate securities companies shall be implemented in accordance with the corporate Charter, provisions of laws on establishment, organization and operation of public securities companies; regulations laid down in laws on securities and enterprises with regard to corporate governance, applicable to public companies.
2. Rights, obligations of, processes, procedures and requirements for, convening shareholders’ general meetings shall be carried out in accordance with the corporate Charter, provisions of laws on establishment, organization and operation of public securities companies; regulations laid down in laws on securities and enterprises with regard to corporate governance, applicable to public companies.
Article 28. Governing boards of real estate securities companies
1. Governing board of a real estate securities company must conform to regulations laid down in Article 80 in the Decree No. 58/2012/ND-CP and other relevant regulations regarding organization and operation of public investment companies.
2. The board must have at least an independent member qualified and experienced in the real estate and real property appraisal sector; another independent member having relevant qualifications and working experience in the securities investment analysis or asset management sector; and the last member having professional qualifications in laws.
3. Nomination, self-nomination, election, standards and eligibility of the board’s members; rights, obligations of the board’s members shall be carried out in accordance with the corporate Charter, provisions of laws on establishment, organization and operation of public securities companies; regulations laid down in laws on securities and enterprises with regard to corporate governance, applicable to public companies.
Section 4. APPROVED CHANGES AND RESTRUCTURING
Article 29. Increase or decrease in charter capital and changes that must be approved by real estate securities companies
Increases or decreases in the charter capital and making changes that are approved by a real estate securities company must conform to regulations laid down in Article 82 and 86 in the Decree No. 58/2012/ND-CP and provisions of laws on establishment, organization and operation of public investment companies and other relevant regulations.
Article 30. Amalgamation, merger, dissolution and withdrawal of establishment and operation licenses of real estate securities companies
Amalgamation, merger, dissolution and withdrawal of establishment and operation license of a real estate securities company shall be subject to regulations laid down in Article 83, 84 and 85 in the Decree No. 58/2012/ND-CP and other regulations of laws on establishment, organization and operation of public investment companies.
Tìm kiếm
Thông tư 228/2012/TT-BTC (Bản Word)