Chapter III
OPERATIONS OF BRANCHES OF FOREIGN SECURITIES COMPANIES AND FOREIGN FUND MANAGEMENT COMPANIES IN VIETNAM
Section 1. OPERATIONS OF BRANCHES OF FOREIGN SECURITIES COMPANIES IN VIETNAM
Article 13. Organizational structure and management of a branch of a foreign securities company in Vietnam (hereinafter referred to as “branch”)
1. The parent company shall decide the organizational structure and management of its branch in conformity with regulations of the law of Vietnam on organizational structure, management and internal control of domestic securities companies.
2. The employee in charge of compliance management of a branch must not a related person of the branch's Director, and must possess bachelor’s degree in finance, banking, law, accounting or auditing. The employee in charge of compliance management must have securities qualifications, including certificates of fundamentals of securities and securities market and certificates of laws in securities and securities market, or foreign securities practicing certificates and certificates of laws in securities and securities market.
3. The branch must arrange its employees possessing securities practicing certificates to perform the following tasks:
a) Provide advice and explanation about contracts signed with clients;
b) Sign securities analysis outcomes or reports;
c) Provide recommendations about the purchase, sale and holding of securities.
Article 14. Scope and contents of operations of a branch
1. Scope of operations
A branch shall be allowed to provide securities investment consultancy services only.
2. Specific operations
A branch shall provide analysis outcomes and reports, and recommendations for clients with or without collecting fees in the following cases:
a) Provide reports on analysis of transactions on the securities market, and investment recommendations;
b) Provide reports on analysis of operations of public companies, listed companies and other enterprises, and investment recommendations;
c) Enter into securities investment consultancy service contracts with clients.
Article 15. Rights of a branch
A branch shall have the following rights:
1. Collect consultancy service fees as agreed upon with clients and prescribed by laws.
2. Open a foreign currency account or VND account converted from a foreign currency at a commercial bank that is licensed to provide foreign exchange services in Vietnam and only use this account for its operations. The opening, use and closure of an account by the branch shall comply with regulations of relevant laws.
3. Recruit both Vietnamese and foreign employees to work at the branch in accordance with regulations of relevant laws.
4. Have its own seal under the law of Vietnam and only use this seal on transaction documents made within the ambit of rights and functions of the branch.
5. Exercise other rights as prescribed by relevant laws.
Article 16. Obligations of a branch
A branch shall discharge the following obligations:
1. Sign contracts with clients when providing services to them; provide adequate and truthful information to clients.
2. Collect information about financial status, investment purposes, risk tolerance of clients; make sure the recommendations and consultancy given by the branch are appropriate for financial status, investment purposes, risk tolerance of each client, unless information is not provided or not fully and accurately provided by the client.
3. Protect the confidentiality of information provided by users of consultancy services during the provision of consultancy services, unless the information is provided with the client’s consent or at the request of a competent authority.
4. Update and fully keep information about the clients, documents about the clients and the branch.
5. Use allocated funds for licensed business operations only, and do not take loans from any entities other than the parent company.
6. Do not directly or indirectly perform the following activities: Make investments in securities on behalf of clients; reach agreements with clients for sharing profits or losses; advertise or declare that the efficiency or value of its securities analysis methods is higher than those of other securities companies; provide false information to incite or invite clients to buy or sell a certain type of securities; provide false, fraudulent or misleading information for clients.
7. Discharge other obligations as prescribed by relevant laws.
Section 2. OPERATIONS OF BRANCHES OF FOREIGN FUND MANAGEMENT COMPANIES IN VIETNAM
Article 17. Organizational structure and management of a branch of a foreign fund management company in Vietnam (hereinafter referred to as “branch”)
The parent company shall decide the organizational structure and management of its branch in conformity with regulations of the law of Vietnam on organizational structure, management and internal control of domestic fund management companies.
Article 18. Scope of operations of a branch
A branch may only provide asset management services for capital raised overseas, including assets in Vietnam formed from capital raised overseas.
Article 19. Rights of a branch
A branch shall have the following rights:
1. Use assets raised overseas to support projects/enterprises, provide loans or perform investment contracts under orders from trustors, investment trust agreements, charters of foreign organizations, foreign funds in accordance with regulations of the law on foreign exchange management, law on banking and other relevant laws.
2. Transfer the branch’s profits overseas under the law of Vietnam.
3. Perform securities trading activities in conformity with the license for establishment and operation, the law of Vietnam and international treaties to which Vietnam is a signatory.
Article 20. Obligations of a branch
A branch shall discharge the following obligations:
1. A branch is not allowed to raise capital in Vietnam for management in any form.
2. During the management of assets, the branch must comply with the following regulations:
a) Unless otherwise ordered by trustors or prescribed by investment trust agreements or charters of foreign organizations, when providing asset management services to clients, the branch must comply with regulations on depositing, separately manage assets of each client, asset transactions between investment portfolios of trustors in accordance with regulations applicable to domestic fund management companies;
b) Protect confidentiality of information about clients and their asset transactions and investment portfolios, and other relevant information, unless such information is provided at the request of SSC or a competent authority;
c) Comply with regulations on foreign exchange, limitation on ownership in Vietnamese enterprises, anti-money laundering and other relevant laws;
d) Do not provide loans in the territory of Vietnam to clients, other entities or itself in any form; do not use trust assets or its assets as collateral, deposit or security for loans in the territory of Vietnam, including for trustors, other entities or itself;
dd) Do not offer or issue securities to raise capital in the territory of Vietnam;
3. When submitting ownership reports, reporting and disclosing information about transactions on securities market, the branch shall:
a) Represent trustors to report and disclose information about transactions in accordance with the Law on securities. The branch and trustors must comply with regulations on reporting on ownership and disclosure of information on securities market which apply to related persons, major shareholders and internal actors;
b) Before and after each securities transaction in Vietnam, a member of the management board or employee of the branch must report it to the branch’s internal control department. A report on the abovementioned personal transaction must include information about type (code) of securities, quantity, trading price, and securities company where trading account is opened. Reports on personal transactions must be kept and managed by the branch's internal control department, and provided at the request of SSC.
4. The branch may only use allocated capital and capital of trustors (excluding shares on portfolios of trustors that are exchange-traded funds) for performing tender offers as prescribed in Article 35 of the Law on securities with the written consent of trustors, or represent trustors in respect of tender offers, bid prices, estimated quantity of assets and method of transfer of assets after a tender offer. The branch shall perform tender offers in accordance with regulations on tender offers laid down in the Law on securities.
5. During its operations, the branch and its parent company shall comply with the followings:
a) Within 30 days after the parent company completes its investments in subsidiaries, joint ventures or associated companies in Vietnam, the branch shall report such investments to SSC; the parent company is not allowed to contribute capital, buy shares or stakes to own more than 5% of charter capital of a fund management company in Vietnam;
b) The branch is not allowed to contribute capital to, buy shares or stakes from fund management companies and securities companies in Vietnam, unless the purchase results in ownership or joint ownership with related persons of up to 5% of voting shares of a fund management company or securities company that has been listed or registered on the Stock Exchange.
6. The branch must promulgate business process, establish and operate a risk management system according to SSC’s guidance or adopt internal regulations that are promulgated by the parent company and conformable with its business to ensure the availability of the mechanism for control and risk management associated with each product or business operation.
7. The branch shall provide annual training for its employees or request its practitioners to attend training courses provided by SSC (if any) in order to ensure that its employees are fully updated with skills, professional operations and knowledge about law.
Section 3. REPORTING, DOCUMENT RETENTION AND INFORMATION DISCLOSURE BY BRANCHES OF FOREIGN SECURITIES COMPANIES AND FOREIGN FUND MANAGEMENT COMPANIES IN VIETNAM
Article 21. Reporting, document retention and information disclosure by branches of foreign securities companies and foreign fund management companies in Vietnam
1. A branch of a foreign securities company in Vietnam shall submit the following periodic reports to SSC:
a) Monthly and annual reports on its operation, made according to the respective forms in Appendix II and Appendix III enclosed herewith;
b) Quarterly, half-year and annual financial statements. Half-year and annual financial statements must be respectively reviewed and audited by accredited audit organizations;
c) Reports on the branch’s satisfaction of financial safety criteria according to regulations on financial safety criteria.
2. A branch of a foreign fund management company in Vietnam shall submit the following periodic reports to SSC:
a) The reports prescribed in Clause 1 of this Article, in which monthly and annual reports on operation shall be prepared according to the form in Appendix IV enclosed herewith;
b) Monthly report on investment portfolio management, made according to the form in Appendix IV enclosed herewith; annual financial statements of investment funds established overseas and making investments in Vietnam, prepared according to regulations of the home country.
3. Time limits for submission of reports:
a) A monthly report shall be submitted within 05 working days from the end of the month;
b) A quarterly report shall be submitted within 20 days from the end of the quarter;
c) A half-year report shall be submitted within 45 days from the end of Quarter II;
d) An annual report shall be submitted within 90 days from the end of the year.
4. The closing dates of the periodic reports mentioned in Clauses 1, 2 of this Article are provided for as follows:
a) A monthly report shall include data from the first day to the last day the reporting month (except data reflected at a given time);
b) A quarterly report shall include data from the first day to the last day the reporting quarter (except data reflected at a given time);
c) A half-year report shall include data from January 01 to June 30 inclusively of the reporting period (except data reflected at a given time);
d) A annual report shall include data from January 01 to December 31 inclusively of the reporting year (except data reflected at a given time);
e) If the operating period of a new branch in Vietnam of a foreign securities company or foreign fund management company is less than a reporting period, the reporting period shall commences on the date on which it is issued with the license for establishment and operation and ends on the last day of the reporting period.
5. The abovementioned periodic reports shall be submitted to SSC in either electronic or paper form.
6. A branch in Vietnam of a foreign securities company or foreign fund management company shall be also required to submit reports to SSC on any event that may seriously affect its financial capacity and operations within 03 working days from the occurrence of the event.
7. Apart from the reports prescribed in this Article, SSC may request branches of foreign securities companies or foreign fund management companies in Vietnam to submit reports on other activities performed in the territory of Vietnam by the branches themselves or their parent companies for the purposes of protecting common interests as well as investors’ interests.
8. The branch must submit reports within 48 hours from the receipt of the request as prescribed in Clause 7 of this Article.
9. The branch shall keep documents at its premises in an adequate, accurate and timely manner, and update all information and data related to its operations. The branch shall promptly provide information, documents or explanations about issues concerning its operations and operations of the parent company on Vietnam’s securities market at the request of SSC.
10. The branch shall disclose information in accordance with regulations on information disclosure and regulations on operations of securities companies and fund management companies.
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)