Decree No. 151/2018/ND-CP Amending and Supplementing Certain Decrees on Conditions for Investment and Business under the Management of the Ministry of Finance

DECREE

Amending and supplementing certain Decrees on investment and business conditions within the scope of management of the Ministry of Finance

On the basis of Law on Government Organization dated June 19, 2015;

On the basis of Securities Law June 29, 2006 and Law amending and supplementing certain provisions of the Securities Law July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of

On the basis of Insurance Business Law December 9, 2000 and Law amending and supplementing certain provisions of the Insurance Business Law July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of

On the basis of Independent Audit Law March 29, 2011;

On the basis of Price Law dated June 20, 2012;

On the basis of Accounting Law November 20, 2015;

On the basis of The Government issues this Decree regulating the use of state assets to pay investors when implementing construction projects under the Build-Transfer Contract form. November 26, 2014;

On the basis of Law amending and supplementing Article 6 and Appendix 4 on the List of Industries and Businesses with Conditions for Investment and Business under the Investment Law dated November 22, 2016;

On the basis of pursuant to the Enterprise Law November 26, 2014;

At the proposal of the Minister of Finance;

The Government promulgates this Decree to amend and supplement certain Decrees on investment and business conditions within the scope of management of the Ministry of Finance.

PART I

FIELD OF ACCOUNTING AND AUDITING

Article 1. Amending and abolishing certain provisions of Decree No. 84/2016/NĐ-CP dated July 1, 2016 on standards and conditions for practicing auditors and auditing organizations approved to audit entities with public interest as follows:

1. Amending certain provisions of Decree No. 84/2016/NĐ-CP dated July 1, 2016 on standards and conditions for practicing auditors and auditing organizations approved to audit entities with public interest as follows:

a) Point đ Clause 1 Article 5 is amended as follows:

“đ) Has issued audit reports on annual financial statements for at least 200 audited entities from October 1 of the previous year to September 30 of the year when the application is submitted.”

b) Points b, c Clause 2 Article 5 are amended as follows:

“b) Has been operating in auditing in Vietnam for a minimum of 24 months from the date the competent authority confirms the list of registration for practicing auditing for the first time or from the date the Certificate of Eligibility for Operating Auditing Services is issued for the first time to the date of submitting the application for auditing;

c) Has issued audit reports on annual financial statements for at least 250 audited entities from October 1 of the previous year to September 30 of the year when the application is submitted.”

2. Abolishing certain provisions of Decree No. 84/2016/NĐ-CP dated July 1, 2016 on standards and conditions for practicing auditors and auditing organizations approved to audit entities with public interest as follows:

a) Abolishing points a, e, g, h, i Clause 1 Article 5.

b) Abolishing Clause 2, point g Clause 4, Clause 5 Article 9.

Article 2. Abolishing certain provisions in Decree No. 174/2016/NĐ-CP dated December 30, 2016 detailing certain provisions ofthe Accounting Law as follows:

1. Abolishing points b, d, đ Clause 1 Article 30.

2. Abolishing points b, d Clause 1 Article 34.

Article 3. Abolishing certain provisions of Decree No. 17/2012/NĐ-CP dated March 13, 2012 detailing and guiding the implementation of certain provisions ofthe Independent Audit Law as follows:

1. Abolishing Clause 2 Article 6.

2. Abolishing points b, đ, g Clause 1 Article 11.

Chapter II

FIELD OF LOTTERY, ELECTRONIC GAMES WITH PRIZES FOR FOREIGNERS, CREDIT RATING SERVICES, CASINOS, BETTING, VOLUNTARY PENSION FUNDS MANAGEMENT SERVICES

Article 4. Amending and abolishing certain provisions of Decree No. 30/2007/NĐ-CP dated March 1, 2007 of the Government on lottery business as follows:

1. Point a Clause 2 Article 12 is amended as follows:

“a) Is a Vietnamese citizen permanently residing in Vietnam; if it is an organization, it must be an economic organization established and legally operating in Vietnam;”

2. Abolishing Clause 2 Article 23.

Article 5. RepealClause 9, Article 1 of Decree No. 78/2012/NĐ-CP dated October 5, 2012 of the Government amending and supplementing certain articles of Decree No. 30/2007/NĐ-CP dated March 1, 2007 of the Government on lottery business.

1. Amend some articles of Decree No. 86/2013/NĐ-CP dated July 29, 2013 of the Government on operating electronic game businesses with rewards for foreigners as follows:

a) Point b, c, Clause 2, Article 5 shall be amended as follows:

“b) Have electronic devices and camera systems to monitor and supervise all activities in the gaming venue continuously (24/24 hours). The images must be stored fully for a minimum period of 15 days from the date of recording. For the entrance and exit areas of the gaming venue; areas where electronic games with rewards are arranged; cashier and cash vault areas for counting physical currency, virtual currency, and storing money containers, the storage period must be at least 30 days from the date of recording;

c) Comply with security and public order conditions as prescribed by laws on security and public order for certain conditional business sectors and professions;”

b) Clause 1, Article 19 (amended by Clause 6, Article 1 of Decree No. 175/2016/NĐ-CP dated December 30, 2016 of the Government amending and supplementing some provisions of Decree No. 86/2013/NĐ-CP dated July 29, 2013 of the Government on operating electronic game businesses with rewards for foreigners) shall be amended as follows:

“1. A business entity shall only be considered for issuance of a Certificate of Eligibility for Operating Electronic Game Businesses with Rewards when it has registered the business operation of electronic game businesses with rewards according to the Investment Law, the Enterprise Law, and meets the conditions stipulated in Clause 3 of this Article.”

c) Point c, Clause 3, Article 19 shall be amended as follows:

“c) Have a manager or operator of the gaming venue with a minimum educational level of bachelor's degree and at least three years of experience in managing electronic game businesses with rewards.”

d) Point e, Clause 3, Article 19 shall be amended as follows:

“e) Have a business plan for electronic game businesses with rewards ensuring maintenance of security, public order, and social safety according to the law.”

đ) Clause 9, Article 20 shall be amended as follows:

“9. Business plan, including main contents: Objectives, quantity, types, and forms of electronic games with rewards, estimated foreign currency income and expenditure, solutions to ensure security, public order, and social safety for the gaming venue, and implementation plans.”

2. Repeal point d, Clause 3, Article 19.

Article 7. Amend and repeal some articles of Decree No. 88/2014/NĐ-CP dated September 26, 2014 of the Government on credit rating services as follows:

1. Amend Clauses 7, 8, Article 14 of Decree No. 88/2014/NĐ-CP dated September 26, 2014 of the Government on credit rating services as follows:

“7. Have operational procedures complying with the provisions of Article 31 of this Decree.

8. Have a business plan consistent with the provisions of Article 8 of this Decree and include the following main contents:

a) Estimated revenue and operating costs;

b) Estimated data sources to be used.”

2. Repeal some articles of Decree No. 88/2014/NĐ-CP dated September 26, 2014 of the Government on credit rating services as follows:

a) Repeal Clause 1, Clause 10, Article 14;

b) Repeal Clause 2, Article 15;

c) Repeal Clause 1, 2, Article 19;

d) Repeal Clause 1, Article 20;

đ) Repeal Clause 1, Article 21.

Article 8. Amend and abolish some articles of Decree No. 03/2017/NĐ-CP dated January 16, 2017 of the Government on casino business as follows: Decision No. 03/2017/NĐ-CP dated January 16, 2017 of the Government on casino business is as follows:

1. Point d Clause 1 Article 24 shall be amended as follows:

“d) There must be a manager or operator of the casino business point with at least a bachelor's degree and having at least one year of experience in managing casino business operations.”

2. Abolish Clause 3 Article 24.

Article 9. Amend and abolish some articles of Decree No. 06/2017/NĐ-CP dated January 24, 2017 of the Government on betting on horse racing, dog racing, and international football as follows: Decision No. 06/2017/NĐ-CP dated January 24, 2017 of the Government on horse racing, dog racing, and international football betting businesses is as follows:

1. Amend some articles of Decree No. 06/2017/NĐ-CP dated January 24, 2017 of the Government on betting on horse racing, dog racing, and international football as follows:

a) Point d and Point e Clause 1 Article 30 shall be amended as follows:

“d) Investment plan for technology systems, technical equipment, software to ensure accurate, safe, and stable operation;

e) Commitment to support the community.”

b) Point b and Point đ Clause 2 Article 38 shall be amended as follows:

“b) Investment plan for technology systems, technical equipment, software to ensure accurate, safe, and stable operation;

đ) Commitment to support the community.”

2. Abolish some articles of Decree No. 06/2017/NĐ-CP dated January 24, 2017 of the Government on betting on horse racing, dog racing, and international football as follows:

a) Abolish Point đ Clause 1 Article 30.

b) Abolish Point d Clause 2 Article 38.

Article 10. Amend and abolish some articles of Decree No. 88/2016/NĐ-CP dated July 1, 2016 of the Government on voluntary supplementary pension programs as follows: Decision No. 88/2016/NĐ-CP dated July 1, 2016 of the Government on voluntary supplementary pension programs is as follows:

1. Amend some articles of Decree No. 88/2016/NĐ-CP dated July 1, 2016 of the Government on voluntary supplementary pension programs as follows:

a) Point e Clause 4 Article 16 shall be amended as follows:

“e) Provide other services to the pension fund that has signed a monitoring contract but must separate the organizational personnel between the departments performing the business operations;”

b) Clause 2 Article 34 shall be amended as follows:

“2. Not being an organization currently undergoing restructuring according to the decision of the competent state agency.”

2. Abolish some articles of Decree No. 88/2016/NĐ-CP dated July 1, 2016 of the Government on voluntary supplementary pension programs as follows:

a) Abolish Point b Clause 5 Article 34.

b) Abolish Point b Clause 4 Article 35.

FIELD OF INSURANCE BUSINESS

Article 11. Amend and abolish some articles of Decree No. 73/2016/NĐ-CP dated July 1, 2016 detailing the implementation of the Insurance Business Law and the Law Amending and Supplementing Some Provisions of the Insurance Business Law as follows: Decision No. 73/2016/NĐ-CP dated July 1, 2016 detailing the implementation1. Amend some articles of Decree No. 73/2016/NĐ-CP dated July 1, 2016 detailing the implementation of the Insurance Business Law and the Law Amending and Supplementing Some Provisions of the Insurance Business Law as follows:

a) Point c Clause 1 Article 6 shall be amended as follows:

b) Strike out the second bullet point of Point a Clause 1 Article 7 and amend it as follows:

"- Have at least seven years of experience operating in the field intended to be conducted in Vietnam;"

c) Strike out the fourth bullet point of Point a Clause 1 Article 7 and amend it as follows:

"- Not seriously violate laws and regulations on insurance business activities in the country where the enterprise's headquarters is located within the three consecutive years prior to the year of submitting the application for a License.”

d) Point a Clause 2 Article 7 shall be amended as follows:

“a) There must be at least two shareholders who are organizations meeting the conditions stipulated in Clause 1 Article 7 of this Decree, and these two shareholders must jointly own at least 20% of the shares of the proposed insurance company;

đ) Point đ Clause 2 Article 8 shall be amended as follows:

“đ) There must be a commitment letter undertaking responsibility for all obligations and commitments of the branch in Vietnam;”

e) Point b, Point c Clause 2 Article 9 shall be amended as follows:

“b) Have at least seven years of experience operating in the field of insurance brokerage.

g) Point d Clause 10 Article 11 shall be amended as follows:

c) Not seriously violate laws and regulations on insurance brokerage activities in the country where the enterprise's headquarters is located within the three consecutive years prior to the year of submitting the application for a License.”

“d) Not seriously violate laws and regulations on insurance business activities in the country where the foreign organization's headquarters is located within the three consecutive years prior to the year of submitting the application for a License.”

h) Point d Clause 11 Article 12 shall be amended as follows:

“9. The commitment letter of the foreign non-life insurance company must comply with the provisions of Clause 2 Article 8 of this Decree.”

i) Point d Clause 8 Article 13 shall be amended as follows:

“9. The commitment letter of the foreign non-life insurance company must comply with the provisions of Clause 2 Article 8 of this Decree.”

k) Clause 9 Article 13 shall be amended as follows:

“c) Not seriously violate laws and regulations on insurance brokerage activities in the country where the foreign organization's headquarters is located within the three consecutive years prior to the year of submitting the application for a License.”

l) Point c Clause 10 Article 14 shall be amended as follows:

FIELD OF VALUATION AUDIT

2. Abolish some articles of Decree No. 73/2016/NĐ-CP dated July 1, 2016 detailing the implementation of the Insurance Business Law and the Law Amending and Supplementing Some Provisions of the Insurance Business Law as follows:

"c) Not seriously violating regulations on insurance brokerage activities in the country where the foreign organization's headquarters is located for a consecutive three-year period immediately preceding the year of submitting the application for the License."

a) Abolish Point a Clause 1 and Clause 2 Article 6;

b) Abolish the first bullet point of Point b Clause 1 and Point b Clause 2 Article 7;

c) Abolish Point c Clause 2 Article 8;

d) Abolish Point a Clause 8 Article 13;

đ) Abolish Point a, Point c Clause 1; Point a, Point c Clause 2; Point b Clause 3; Point a, Point b Clause 4 Article 86.

“c. Organizations participating in capital contributions from 10% of the charter capital upwards must have been operating profitably for three consecutive years prior to the year of submitting the application for a License;”

Chapter IV

VALUATION REVIEW FIELD

"1. The total amount of capital contribution from corporate shareholders and organizational members in a joint-stock valuation company or a limited liability valuation company with two or more members shall not exceed 35% of the charter capital of such companies."

Chapter V

SECURITIES BUSINESS FIELD

1. Point b of Clause 1 of Article 71 is amended as follows:

"b) Securities proprietary trading: VND 50 billion;"

2. Point b of Clause 6 of Article 71 is amended as follows:

"b) Engaging in business activities that have been profitable for two consecutive years. In addition:"

For commercial banks, insurance enterprises, securities business organizations, they must not be under operational control, special control, or other warning conditions; and must fully meet all conditions to participate in capital contributions and investments as stipulated by specialized laws.

For other economic organizations:

- Must have at least five consecutive years of operation before participating in capital contribution to establish a securities business organization;

- After deducting long-term assets, the remaining portion of equity capital must be equal to or greater than the expected capital contribution;

- Working capital must be equal to or greater than the expected capital contribution.”

3. Point a of Clause 1 of Article 74 is amended as follows:

"a) Subject to regular supervision by specialized management and oversight agencies in the fields of finance, banking, and securities in the country where the organization is established and operates;"

4. Clause 2 of Article 74 is amended as follows:

"2. Foreign securities business organizations conducting brokerage activities may establish representative offices of securities companies in Vietnam if they meet the conditions stipulated in point a and b of Clause 1 of this article."

1. Amend some articles of Decree No. 86/2016/NĐ-CP dated July 1, 2016, stipulating conditions for investment and securities business as follows:

a) Clause 1 of Article 5 is amended as follows:

"1. Conditions regarding office premises, facilities, equipment:

Must have office premises ensuring securities business operations; sufficient facilities, technical equipment, office equipment, computer systems, software serving investment analysis, risk management, record storage, document preservation, and security devices ensuring safety and security for the company's office premises in accordance with regulations on procedures and business operations in the securities sector. For underwriting and investment advisory services, there is no need to meet the condition of equipment."

b) Points a, b, and d of Clause 3 of Article 5 are amended as follows:

"a) Not currently being pursued for criminal responsibility or serving a prison sentence or prohibited from engaging in business activities according to the law;

b) Having at least two years of work experience in financial, banking, or securities business departments or in financial, accounting, or investment departments of other enterprises, and having at least two years of management experience;

d) Not penalized under securities and stock market laws within the last six months prior to submitting the application;"

c) Point b of Clause 1 of Article 8 is amended as follows:

"b) Not currently under warning, control, special control, suspension, temporary cessation, merger, consolidation, dissolution, bankruptcy;"

d) Points a and d of Clause 4 of Article 8 are amended as follows:

"a) Authorized to conduct brokerage, proprietary trading, and underwriting activities, and approved by the board of directors or board of members or the owner of the company to provide intraday trading services;

d) Maintaining a minimum available capital ratio of 220% continuously for the last six months prior to registering for intraday trading services."

đ) Point a of Clause 1 of Article 10 is amended as follows:

"a) Legally operating, not currently undergoing merger, consolidation, division, dissolution, bankruptcy; permitted to conduct the proposed securities business activities for the branch in Vietnam; the specialized securities management and oversight agency in the home country has signed bilateral or multilateral cooperation agreements with the State Securities Commission of Vietnam;"

e) Point b of Clause 3 of Article 11 is amended as follows:

"b) Having at least four years of experience in financial, banking, or insurance business departments or in financial, accounting, or investment departments of other enterprises;"

g) Clause 4 of Article 11 is amended as follows:

"4. Shareholder and Capital Contributor Conditions:

Shareholder structure and capital contributor conditions must comply with the provisions of Clauses 5, 6, 8, and 10 of Article 71 of Decree No. 58/2012/NĐ-CP, and the provisions for foreign investors in Clauses 21 and 24 of Article 1 of Decree No. 60/2015/NĐ-CP. In the case of a fund management company organized as a limited liability company with one member, the owner must be a commercial bank, insurance enterprise, securities company, or a foreign organization meeting the requirements stipulated in Article 4 of this Decree."

2. Abolish some articles of Decree No. 86/2016/NĐ-CP dated July 1, 2016, stipulating conditions for investment and securities business as follows:

a) Abolish point d of Clause 3, point a of Clause 4 of Article 5;

b) Abolish points c and d of Clause 1 of Article 8;

c) Abolish point d of Clause 3 of Article 11;

d) Abolish Clause 1 of Article 12;

đ) Abolish point c of Clause 1, point a of Clause 2 of Article 13;

e) Abolish points a and b of Clause 3 of Article 14;

g) Abolish Clause 4 of Article 17;

h) Abolish Clauses 3 and 4 of Article 18;

i) Abolish Article 19.

Chapter VI

IMPLEMENTING PROVISIONS

Article 15. Effectiveness and transitional provisions

1. This Decree takes effect from the date of issuance.

3. Ministers, Heads of ministerial-level agencies, Heads of government agencies, Chairpersons of provincial People's Committees under central cities are responsible for guiding and implementing this Decree./.