Chapter I
GENERAL PROVISIONS
Article 1. Scope and regulated entities
1. This Circular provides guidance on operation of representative offices and branches of foreign securities companies and foreign fund management companies in Vietnam (hereinafter referred to as "representative office or branch").
2. This Circular applies to:
a) Representative offices and branches of foreign securities companies and foreign fund management companies in Vietnam;
b) Other individuals and organizations involved in operation of representative offices and branches of foreign securities companies and foreign fund management companies in Vietnam.
Article 2. Definitions
For the purposes of this Circular, the terms below are construed as follows:
1. “valid copy” means a copy extracted from the master register or authenticated by a competent authority or organization or that has been compared and certified to correspond with its original.
2. “parent company” means a securities trading organization that is duly established in a foreign country and applies for registration of operation of a representative office or establishment of a branch in Vietnam. The parent company shall assume responsibility before the law of Vietnam for all operations and obligations incurred by its representative office or branch in Vietnam.
3. “branch” means an affiliated unit of a foreign securities company or foreign fund management company that is not a juridical person, is established under the law of Vietnam and has all of its operations in Vietnam responsible before the law of Vietnam by its parent company.
4. “branch’s Director” means the head of a branch of a foreign securities company or foreign fund management company in Vietnam.
5. “representative office” means an affiliated unit of a foreign securities company or foreign fund management company that is not a juridical person and is established under the law of Vietnam.
6. “chief representative” means the head of a representative office of a foreign securities company or foreign fund management company in Vietnam.
7. Competent representative of a foreign securities trading organization means:
a) Chairperson of Board of Directors, Chairperson of Board of Members, Company’s President, Managing Director or General Director or owner of the foreign securities trading organization;
b) The person authorized in writing by the one prescribed in Point a of this Clause;
c) The person that is fully competent as prescribed in the Charter of the foreign securities trading organization to sign documents prescribed in this Circular and perform other tasks within the ambit of his/her assigned power.
8. “home country” means the country or territory where a parent company is established and headquartered.
Article 3. Premises of a representative office or branch
1. Premises of a representative office or branch shall be situated in the territory of Vietnam, be the contact address of that representative office or branch and have identified address, telephone number, fax number, and email (if any), and must comply with regulations of the law of Vietnam on security, public order, occupational safety and health, and relevant laws.
2. The representative office or branch is not allowed to lend or sub-lease its premises.
Article 4. Language of transaction
Official transaction documents of foreign securities trading organizations, representative offices or branches of foreign securities companies or foreign fund management companies in Vietnam must be made in Vietnamese or in both Vietnamese and a common foreign language.
Article 5. Naming of a representative office or branch
1. Name of a representative office or branch must consist of letters in Vietnamese alphabet, the letters F, J, Z, W, digits and symbols.
2. Name of a representative office or branch must consist of name of the foreign securities company or foreign fund management company, and comply with the following rules:
a) It must comply with the Law on enterprises, the Law on commerce and relevant laws;
b) A representative office is named in the following order: “Representative office - name of the foreign securities company or foreign fund management company - in province or central-affiliated city”;
c) A branch is named in the following order: “Branch - name of the foreign securities company or foreign fund management company - in Vietnam”.
3. Name of the representative office or branch must be affixed/hung at its premises.
Article 6. Responsibilities of a chief representative or branch’s Director
1. Chief representatives or branch’s Directors shall assume responsibility before the law of Vietnam and their parent companies for their acts and operations of the representative offices or branches within the scope of authorization by parent companies.
2. Chief representatives or branch’s Directors shall authorize other persons in the representative offices or branches in writing to perform their rights and duties during their absence from Vietnam upon approval given by parent companies. The maximum duration of authorization is 90 days. Chief representatives or branch’s Directors are still responsible for the performance of rights and obligations by authorized persons.
3. In case the chief representative or branch's Director has not returned to Vietnam when the duration of authorization mentioned in Clause 2 of this Article expires and does not make a new authorization, the authorized person shall notify the parent company. After receiving the authorized person’s notification, the parent company shall notify the SSC of the existing chief representative or branch's Director and appointment of new chief representative or branch's Director (if any). The authorized person may continue performing rights and duties of the chief representative or branch's Director within the scope of authorization for a maximum period of 30 days with the approval given by the parent company.
4. The parent company must appoint a new chief representative or branch's Director in the following cases:
a) The chief representative or branch's Director is not present in Vietnam for more than 30 consecutive days without authorizing another person to perform his/her rights and duties;
b) The chief representative or branch's Director is not present in Vietnam for more than 90 consecutive days;
c) The chief representative or branch's Director is dead, missing, kept in temporary detention or serving an imprisonment sentence, has limited legal capacity or is incapacitated.
5. A chief representative or branch's Director shall not concurrently hold the following positions:
a) Branch's Director of the parent company, chief representative or employee of a representative office or branch of another foreign organization in Vietnam;
b) The legal representative, General Director (Director), Deputy General Director (Deputy Director) or employee of an enterprise established under the law of Vietnam;
c) The legal representative, member of Board of Directors or Board of Members, General Director (Director), Deputy General Director (Deputy Director) of the parent company or another individual that works at the parent company and is entitled to act on behalf of the parent company to enter into economic contracts or asset transactions without a written authorization by the parent company.
6. The chief representative shall be only allowed to act on behalf of the parent company to sign contracts related to business and investment operations of the parent company with Vietnam’s business entities with the lawful written authorization from the competent representative of the parent company. The written authorization must be made separately for each transaction and its copy must be submitted to the SSC within 10 days from its effective date.
Article 7. Tax obligations and accounting of a representative office or branch
1. The representative office or branch and its employees must fulfill tax and financial obligations in accordance with regulations of laws on taxation and tax administration in Vietnam.
2. A branch of a foreign securities company or foreign fund management company in Vietnam shall comply with the same regulations on accounting in Vietnam as a domestic securities company or fund management company.
3. A representative office of a foreign securities company or foreign fund management company in Vietnam shall perform accounting works in accordance with Vietnam’s regulations on accounting in force applicable to a representative office of a foreign enterprise in Vietnam.
Article 8. Financial mechanism for a branch
A branch shall apply the same financial mechanism under the law of Vietnam as a domestic securities company or fund management company.
Article 9. Inspection of operations of representative offices and branches
1. SSC shall carry out inspection of operations of representative offices and branches in accordance with regulations of laws in force.
2. Before carrying out an inspection of operations of its branch in Vietnam, the parent company and competent authorities of the foreign country where the parent company is headquartered shall send notify and provide SSC with inspection outlines.
3. Within 30 days from the receipt of inspection conclusions from the parent company or foreign competent authority, the branch in Vietnam shall provide SSC with results and conclusions of internal control, internal audit and inspection of its operations given by the parent company or foreign competent authority.
Tìm kiếm
Thông tư 97/2020/TT-BTC do Bộ trưởng Bộ Tài chính ban hành (Bản Word)
Thông tư 97/2020/TT-BTC do Bộ trưởng Bộ Tài chính ban hành (Bản Pdf)