Decision No. 529/TC-QĐ-TCDN On the circulation of share certificates and the issuance of temporary regulations on the purchase of share certificates in joint-stock companies

 

Pursuant to …;

Regarding the circulation of share certificates and the issuance of temporary regulations on purchasing share certificates in joint-stock companies

THE MINISTER OF FINANCE

Pursuant to Decree No. 15/CP dated March 2, 1993 of the Government stipulating the tasks, powers, and responsibilities for state management of ministries and ministerial-level agencies;

Pursuant to Decree No. 178/CP dated October 28, 1994 of the Government stipulating the functions, tasks, and organizational structure of the Ministry of Finance;

Pursuant to Decree No. 28/CP dated May 7, 1996 of the Government on the conversion of some state-owned enterprises into joint-stock companies;

Pursuant to the opinion of the Prime Minister at Official Letter No. 1297/KTTH dated March 19, 1997 of the Government Office regarding the unified management of share issuance and printing; Share certificates used in joint-stock companies shall be circulated according to three models as follows:

At the proposal of the Director General of the State Capital and Asset Management Bureau at Enterprises.

Pursuant to …;

Article 1. a. Registered shares (non-transferable) with yellow-green color for shareholders who are members of the Board of Directors; shareholders who purchase shares from the State on credit and those who are granted shares by the State to enjoy dividends; State shares.

b. Registered shares with yellow-purple color for ordinary shareholders who are individuals and legal entities, other shareholders, or those who wish to receive registered shares.

c. Unregistered shares for all shareholders except those mentioned in part a of this Article or as otherwise provided in the company's charter.

Joint-stock company shares come in denominations of 1 share, 2 shares, 5 shares, 10 shares, 20 shares, 50 shares, 100 shares, 200 shares, 500 shares, and 1000 shares.

Article 2. The value of 1 (one) share is 100,000 dong, uniformly applied nationwide for all joint-stock companies.

Article 3. Conditions, procedures for applying to purchase share certificates and the method of recording share certificates shall be carried out in accordance with the attached regulations accompanying this decision.

Article 4. Entrust:

Article 5. - The State Capital and Asset Management General Department at Enterprises to receive applications to purchase share certificates and related documents of the company to submit to the Minister of Finance for decision.

- The State Treasury is responsible for printing, managing blank share certificates, and providing them to each joint-stock company according to the decision of the Minister of Finance.

- Financial authorities at all levels are responsible for disseminating and guiding joint-stock companies to implement this decision.

This Decision takes effect 15 days after the date of signature, and any provisions contrary to this Decision are abolished. Ministries, ministerial-level agencies, government agencies, provincial People's Committees, and centrally-administered city People's Committees have the responsibility to coordinate with the Ministry of Finance to implement this Decision.

Article 6. ON THE PURCHASE OF SHARE CERTIFICATES IN JOINT-STOCK COMPANIES

 

 

INTERIM REGULATION

(Issued together with Decision No. 529 TC/QĐ/TCDN dated July 31, 1997 of the Minister of Finance)
1. Shares: A share is the minimum capital amount that each shareholder invests in a joint-stock company, with the value of each share being uniformly 100,000 dong (one hundred thousand dong) nationwide for all joint-stock companies.

I. GENERAL PROVISIONS

2. Shareholders: Shareholders are legal persons or natural persons who own part of the capital stock.

3. Joint-stock company share certificate: It is a type of security confirming investment and ownership rights over capital by the owner of the shares and recorded in Vietnamese currency.

4. Forms of share certificates:

a. Registered shares:

Registered shares are share certificates with the name of the owner recorded on the share certificate. There are two types of registered shares:

- Registered shares (non-transferable) with yellow-green color for shareholders who are members of the Board of Directors, shareholders who purchase shares from the State on credit, shares granted to employees to enjoy dividends, and shareholders who are the State.

Shareholders who are members of the Board of Directors may convert their shares into another form two years after ceasing to hold the position of member of the Board of Directors. Shareholders who purchase shares from the State on credit can also convert their shares into another form after fully repaying the debt.

- Registered shares (transferable with conditions) with yellow-purple color for founders, other objects as prescribed by law and the company's charter. Transfer of registered shares with yellow-purple color must be approved by the Board of Directors.

- Procedures for transferring registered shares shall be conducted at the joint-stock company.

b. Unregistered shares: These are share certificates without the name of the owner recorded, freely traded, transferred, and inherited, but must be registered in the company's shareholder register.

c. Types of shares: Both unregistered and registered shares come in denominations of 1 share, 2 shares, 5 shares, 10 shares, 20 shares, 50 shares, 100 shares, 200 shares, 500 shares, and 1000 shares.

5. Users: Shareholders of enterprises implementing shareholding reform and newly established joint-stock companies in accordance with the Law on Enterprises.

The Ministry of Finance is the agency authorized to print share certificates to provide to joint-stock companies. Any acts of forging, erasing, damaging share certificates will be treated as counterfeiting currency.

1. Conditions for providing share certificates.

II. SPECIFIC PROVISIONS

- Being a joint-stock company operating under the Law on Enterprises.

- Having a decision on establishment or conversion from a state-owned enterprise into a joint-stock company (shareholding reform) from the competent authority.

- Reimbursing the printing, transportation, and storage costs of share certificates to the State Treasury.

2. Documents for applying to purchase share certificates:

a. Enterprises implementing shareholding reform.

- Application for purchasing share certificates (according to the attached model).

- Decision on converting a state-owned enterprise into a joint-stock company from the competent authority.

- Company charter approved by the founding shareholders' meeting.

- Business registration certificate issued by the competent authority.

- List of shareholders and the amount of money paid for purchasing share certificates.

- Confirmation letter of the amount of money paid for purchasing shares deposited into the State Treasury.

- List of shareholders purchasing shares on credit (with confirmation from the Director, Party Committee, and State Capital and Asset Management Department at Enterprises).

- List of employees receiving shares to enjoy dividends.

b. Newly established joint-stock companies.

- Company charter approved by the founding shareholders' meeting.

- Decision on converting a state-owned enterprise into a joint-stock company from the competent authority.

- Establishment permit and business registration certificate issued by the competent authority.

- List of shareholders and the amount of money paid for purchasing shares with confirmation from the State Treasury.

c. Joint-stock companies issuing new shares.

- Project on using proceeds from the issuance of new shares approved by the competent authority.

- Decision on converting a state-owned enterprise into a joint-stock company from the competent authority.

- Company charter approved by the shareholders' meeting.

- Resolution of the shareholders' meeting on issuing share certificates.

- Business registration certificate issued by the competent authority.

- List of shareholders purchasing shares and the amount of money paid to the company.

- Confirmation letter of the amount of money paid by shareholders for purchasing shares deposited into the State Treasury.

- Certificate confirming the amount of money paid for shares by shareholders who have submitted to the State Treasury.

- The stock issuance permit issued by the competent authority.

- The audit report of the auditing agency regarding the enterprise's value determination.

2. Stock Recordation:

Any blank spaces on the stock certificate must be filled in by typewriting or non-fading ink; all letters and numbers must be fully and clearly written without erasure. It is strictly prohibited for individual shareholders to record information on their own stock certificates.

Registered shares are share certificates with the name of the owner recorded on the share certificate. There are two types of registered shares:

* Front side of the stock certificate:

- Company name: The registered company name according to the business license.

- Headquarters: The address of the main office of the company.

- Date of establishment: The date recorded according to the decision of the competent authority transferring the form (for enterprises undergoing shareholding reform), or the establishment decision of the provincial People's Committee (for newly established joint-stock companies).

- Signature and stamp: The Chairman of the Board of Directors signs and stamps the joint-stock company seal.

* Back side of the stock certificate:

Section recording shareholder's name

- For state-owned stocks at joint-stock companies where the State Capital Management and Asset Administration System acts as the representative, record the Ministry of Finance if the state-owned enterprise is the owner, otherwise record the name of the state-owned enterprise.

- For corporate stocks, record the contributing enterprise's name.

- For stocks issued to employees entitled to dividends, record the name of the entity representing the state capital portion in the joint-stock company. Individual stocks record the name of the individual who contributed capital to the joint-stock company.

The stock issuance date is recorded according to the decision of the Ministry of Finance allowing the issuance.

b. For unnamed stocks, they shall be recorded like named stocks.

3. Issuance and Distribution of Stock Certificates.

Each shareholder of a joint-stock company must be issued a stock certificate.

Each shareholder may receive one or more stock certificates based on initial registration, but the total par value of the stocks must equal the amount of money contributed to the company as recorded in the contribution certificate under Point 4, Article 32 of the Law on Enterprises and the shareholder register.

When issuing stock certificates to shareholders, the joint-stock company has the responsibility to collect the contribution certificates and retain them at the company's office according to current file retention regulations.

- If the wrong type of stock is issued to a shareholder, the issuer must compensate the company for economic losses and bear criminal liability under the law.

4. Storage and Preservation of Stocks.

- Shareholders have the responsibility to store and preserve their stock certificates as they would cash during the period of holding shares in the joint-stock company.

- Shareholders may deposit their stock certificates with Commercial Banks or National Treasury according to the fees set by the competent authority.

- In case of damage or destruction, shareholders must submit an application to exchange the stock certificate. All costs for exchanging the stock certificate are borne by the shareholder and the old certificate must be returned.

- If a shareholder loses their stock certificate, they must immediately notify both the joint-stock company and the police.

III. IMPLEMENTATION

1. This regulation applies uniformly throughout the country. Ministries, agencies equivalent to ministries, government-affiliated agencies, provincial People's Committees, and centrally-administered city People's Committees are responsible for guiding implementation and applying this regulation.

2. During implementation, if difficulties arise, relevant ministries, sectors, provinces, cities, and enterprises should promptly report to the Ministry of Finance for research and resolution.

 

 

APPLICATION FOR PURCHASE OF STOCK CERTIFICATES

Respectfully submitted to: Ministry of Finance

Joint-Stock Company...requests the Ministry of Finance to provide stocks as follows:

1. Total issuance volume...VND, corresponding to...shares.

2. Named stocks not transferable:

Type...shares. Quantity...(certificates)

Type...shares. Quantity...(certificates)

Type...

3. Named stocks freely transferable:

Type...shares.

Quantity...(certificates) Type...shares.

Quantity...(certificates) Type...

4. Unnamed stocks:

Type...shares. Quantity...(certificates)

Type...shares. Quantity...(certificates)

Type...

5. Request the Ministry of Finance to provide the above types of stocks within...

The joint-stock company commits to comply with the temporary regulations on purchasing stock certificates of joint-stock companies as stipulated in Decision No. 529 TC/QĐ/TCDN dated July 31, 1997.

Legal Representative of

Chairman of the Board of Directors (Signature, Stamp)