Decision No. 83/2004/QD-BTC On the issuance of the Regulations on the establishment and operation of foreign securities business representative offices in Vietnam

DECISION
Regarding the issuance of the Regulations on the establishment and operation of Representative Offices of foreign securities business organizations in Vietnam
 foreign securities business organizations in Vietnam

THE MINISTER OF FINANCE

Pursuant to Decree No. 77/2003/ND-CP dated July 1, 2003 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Pursuant to Decree No. 144/2003/ND-CP dated November 28, 2003 of the Government on securities and the securities market;

AMENDMENTS AND SUPPLEMENTS TO CERTAIN ARTICLES OF THE REGULATIONS ON SECURITIES REGISTRATION, SAFEKEEPING, NETTING, AND SETTLEMENT ISSUED TOGETHER WITH DECISION NO. 60/2004/QD-BTC DATED JULY 15, 2004 OF THE MINISTER OF FINANCE ARE AS FOLLOWS:

DECISION:

Article 1. This Decision promulgates the Regulations on the establishment and operation of Representative Offices of foreign securities business organizations in Vietnam.

Article 2. This Decision shall take effect fifteen days from the date of publication in the Official Gazette.

Article 3. The Chairman of the State Securities Commission, the Head of the Representative Office of foreign securities business organizations in Vietnam, and related parties shall be responsible for implementing this decision.

 

 

REGULATIONS

Establishment and operation of Representative Offices of foreign securities business organizations in Vietnam

 (Promulgated together with Decision No. 83/2004/QD-BTC dated November 11, 2004 of the Minister of Finance)
These Regulations stipulate the establishment and operation of Representative Offices of foreign securities business organizations in Vietnam.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

In these Regulations, "foreign securities business organization" means securities companies and investment fund management companies established and operating under foreign laws.

Article 2. Interpretation of Terms

Article 3. Responsibilities of foreign securities business organizations and Representative Offices

1. The Representative Office of a foreign securities business organization in Vietnam, hereinafter referred to as the Representative Office, is established and operates according to Vietnamese law to seek and promote cooperation opportunities in the field of securities and the securities market with Vietnamese economic organizations but may not engage in business activities.

2. A foreign securities business organization may establish a maximum of three Representative Offices in provinces and centrally-administered cities of Vietnam (hereinafter referred to as provinces and cities), and only one Representative Office is allowed in each province or city.

3. A foreign securities business organization with a Representative Office in Vietnam shall be liable under Vietnamese law for all activities of the Representative Office.

4. The Representative Office must comply with Vietnamese law and directly exercise rights and fulfill obligations as prescribed by Vietnamese law; it shall be protected by the Vietnamese State for its legitimate rights and interests but shall not enjoy preferential exemption regimes granted to diplomatic missions, consular posts of foreign countries, and representative offices of intergovernmental international organizations in Vietnam.

Article 4. Authority to issue, extend, amend, supplement, and revoke the Representative Office License

The State Securities Commission is the authority responsible for issuing, extending, amending, supplementing, and revoking the Representative Office License, hereinafter referred to as the License.

ISSUANCE, EXTENSION, AMENDMENT, SUPPLEMENTATION, AND REVOCATION OF THE REPRESENTATIVE OFFICE LICENSE

Chapter II

ISSUING, EXTENDING, AMENDING, SUPPLEMENTING AND REVOKING THE LICENSE FOR REPRESENTATIVE OFFICES

Article 5. Conditions for Issuance of the License

A foreign securities business organization wishing to establish a Representative Office in Vietnam must meet the following conditions:

1. There is a need for cooperation in the field of securities and the securities market in Vietnam.

2. It has been authorized by the competent authority of the home country to establish a Representative Office in Vietnam; if the home country does not have such a provision, the foreign securities business organization must provide documentary evidence.

3. It has had at least three years of continuous operation and is currently operating normally based on audited financial reports.

Article 6. Application Documents for Issuing a License

1. The application documents for issuing a license include:

a. An application form for issuing a license signed by the authorized representative of the foreign securities business organization (in accordance with Appendix 01 attached to this Regulation);

b. A certified copy of the document permitting the foreign securities business organization to conduct securities business issued by the competent authority of the foreign country;

c. The charter of the foreign securities business organization;

d. Documentation proving the approval of the competent authority of the foreign country allowing the foreign securities business organization to establish a Representative Office in Vietnam as stipulated in Clause 2, Article 5 of this Regulation;

e. A certified copy of the audited financial report and the operational status report of the two most recent years of the foreign securities business organization;

f. A curriculum vitae of the person proposed to be appointed as the Head of the Representative Office in Vietnam, confirmed by the competent authority of the foreign country if they are a foreigner, or by the competent Vietnamese authority if they are a Vietnamese citizen;

g. The operational plan for the first year of the Representative Office in Vietnam.

2. The application documents specified in Clause 1 of this Article shall be submitted to the State Securities Commission in two sets. Any original-language documents within the application set must be either originals or certified copies issued by the competent authority of the foreign country or certified according to the regulations of the original-language country, and must be accompanied by a Vietnamese translation certified by a Vietnamese notary public.

Article 7. Procedure for Issuing a License

1. In cases where the application documents do not comply with the requirements set forth in Clause 1 of Article 6 of this Regulation, the State Securities Commission shall notify the foreign securities business organization in writing within five working days from the date of receipt of the application documents to supplement and complete the application documents.

2. Within thirty days from the date of receiving valid application documents, the State Securities Commission shall issue or refuse to issue a license (the license form is attached as Appendix 02 to this Regulation). In case of refusal to issue a license, the State Securities Commission will notify in writing the reasons for refusal. from the date of receiving a valid application, the State Securities Commission shall issue or refuse to issue the License (the form of the License is attached as Appendix 02 to this Regulation). In case of refusal to issue the License, the State Securities Commission shall notify in writing with detailed reasons.

3. Within fifteen working days from the date of issuance of the license, the State Securities Commission shall send a copy of the license to the People's Committee of the province or city where the Representative Office is located.

Article 8. Registration and Notification of Activities

Within sixty days from the date of issuance of the license, the foreign securities business organization must register its activities with the People's Committee of the province or city where the Representative Office is located and must submit a written notification to the State Securities Commission regarding the official start date of operations, the location of the office, contact telephone and fax numbers, and the number of Vietnamese and foreign nationals working at the Representative Office.

Article 9. Duration of Operation

1. The maximum duration of operation of the Representative Office is five years from the date of issuance of the license.

2. The license may be renewed. Each renewal period shall not exceed five years.

Article 10. Renewal of License

1. At least thirty days before the expiration date stated on the license, if the foreign securities business organization wishes to renew the license, it must submit to the State Securities Commission a set of application documents for license renewal. The application documents for license renewal include:

a. An application form for license renewal signed by the authorized representative of the foreign securities business organization (in accordance with Appendix 03 attached to this Regulation);

b. A summary report on the activities of the Representative Office during the period the license was in effect, signed by the Head of the Representative Office;

c. A certified copy of the annual report of the foreign securities business organization for the most recent year.

2. The application documents specified in Clause 1 of this Article shall be submitted to the State Securities Commission in two sets.

3. Within fifteen working days from the date of receipt of valid application documents as stipulated in Clause 1 of this Article, the State Securities Commission shall issue a Decision on license renewal. In case of refusal to renew the license, the State Securities Commission will notify in writing the reasons for refusal.

4. Within fifteen working days from the date of issuance of the Decision on license renewal for the Representative Office, the State Securities Commission shall send a copy of the Decision to the People's Committee of the province or city where the Representative Office is located.

Article 11. Changing the Name of the Representative Office

1. When there is a need to change the name of the Representative Office, the foreign securities business organization shall submit to the State Securities Commission a request for changing the name of the Representative Office (in accordance with Form 04 attached to this Regulation).

2. Within fifteen working days from the date of receipt of the request for changing the name, the State Securities Commission shall issue a Decision approving the change of the name of the Representative Office. In case of not approving the change of the name, the State Securities Commission will notify in writing, stating the reasons.

3. Within fifteen working days from the date of issuance of the Decision approving the change of the name of the Representative Office, the State Securities Commission shall send this Decision to the People's Committee of the province or city where the Representative Office is located.

Article 12. Transfer of the Seat of the Representative Office

1. In the case of transferring the seat within the same locality, within fifteen days from the date of transfer of the Representative Office, the Head of the Representative Office shall submit a written notice containing relevant information such as the new address, telephone number, and fax number to the State Securities Commission and the People's Committee of the province or city where the Representative Office is located.

2. In the case of transferring the seat to another province or city:

a. When there is a need to transfer the seat to another province or city, the Representative Office shall submit to the State Securities Commission a request for transferring the seat of the Representative Office (in accordance with Form 05 attached to this Regulation);

b. Within fifteen days from the date of receipt of the request for transferring the seat of the Representative Office, the State Securities Commission shall issue a Decision approving the transfer of the seat of the Representative Office. In case of not approving the transfer, the State Securities Commission will notify in writing, stating the reasons.

c. Within fifteen working days from the date of issuance of the Decision approving the transfer of the seat of the Representative Office to another province or city, the State Securities Commission shall send this Decision to the People's Committee of the province or city where the Representative Office was previously located and the People's Committee of the province or city where the Representative Office intends to transfer to.

Article 13. Change of the Head of the Representative Office

Five working days before the anticipated change of the Head of the Representative Office, the foreign securities business organization must submit a notification to the State Securities Commission along with the appointment document of the foreign securities business organization and the curriculum vitae of the new Head of the Representative Office in accordance with Point f Clause 1 Article 6 of this Regulation.

Article 14. Termination of Operations

1. The Representative Office shall terminate its operations in the following cases:

a. Expiration of the term specified in the License but the foreign securities business organization does not submit an application for extending the License or is refused extension of the License.

b. At the request of the foreign securities business organization.

c. When the Representative Office has its License revoked.

d. The foreign securities business organization terminates its operations according to the laws of its home country.

2. In the case of termination of operations as stipulated in Point b Clause 1 of this Article, at least sixty days prior to the anticipated date of termination of operations of the Representative Office, the foreign securities business organization shall submit to the State Securities Commission a request for terminating the operations of the Representative Office in Vietnam (in accordance with Form 06 attached to this Regulation).

3. In the case of termination of operations as stipulated in Point d Clause 1 of this Article, at least thirty days prior to the anticipated date of termination of operations of the Representative Office, the foreign securities business organization shall submit to the State Securities Commission a written notification regarding the termination of operations of the Representative Office in Vietnam.

4. Fifteen working days before the official date of termination of operations, the Representative Office shall publish a notice in three consecutive issues of a central or local newspaper in the locality where the Representative Office is located about the termination of its operations so that organizations and individuals can settle related rights and interests.

5. On the latest day of termination of operations, the Representative Office shall return the License to the State Securities Commission and complete procedures for returning leased premises, equipment, and settling debts and obligations (if any) with the State, organizations, and individuals concerned.

6. Within seven working days from the date of termination of operations of the Representative Office, the State Securities Commission shall send a written notification to the People's Committee of the province or city where the Representative Office is located.

Article 15. Revocation of License

The Representative Office shall have its License revoked in the following cases:

1. Providing false information in the application dossier for issuance of the License or extension thereof.

2. Not registering to operate within the prescribed time limit or not officially commencing operations as announced to the Securities Commission in accordance with Article 8 of this Charter.

3. Operating contrary to the purpose and content stipulated by law.

4. Deliberately failing to submit operational reports after being reminded in writing by the Securities Commission.

5. Violating current laws and regulations in Vietnam.

Article 16. Fees for Issuance and Extension of License

Foreign securities business organizations must pay fees for issuance and extension of the License in accordance with current legal provisions.

Chapter III

CONTENT OF OPERATIONS, RIGHTS AND OBLIGATIONS

OF THE REPRESENTATIVE OFFICE

Article 17. Content of Operations

1. Performing liaison and market research functions;

2. Promoting the development of cooperation projects in the field of securities and the securities market in Vietnam;

3. Facilitating and supervising the implementation of contracts and agreements signed between foreign securities business organizations and Vietnamese economic organizations, and projects funded by foreign securities business organizations in Vietnam, in compliance with Vietnamese law.

Article 18. Rights of the Representative Office

1. Operating in accordance with the contents stipulated in Article 17 of this Charter.

2. Renting premises, housing, and equipping facilities for the Representative Office's activities and living needs in accordance with current Vietnamese law.

3. Being permitted to open dedicated foreign currency and Vietnamese dong accounts at banks authorized to conduct foreign exchange operations in Vietnam for the Representative Office's activities in accordance with Vietnamese law.

4. Hiring Vietnamese and foreign nationals to work at the Representative Office in accordance with Vietnamese law.

5. Importing necessary items for the Representative Office's work and living needs into Vietnam and paying taxes and completing import procedures in accordance with Vietnamese law.

6. Carving a separate seal according to the regulations of the Ministry of Public Security and using it only within the scope of its authority and functions in Vietnam.

7. The Head of the Representative Office may sign cooperation contracts related to the securities and securities market fields with Vietnamese economic organizations when authorized by the foreign securities business organization, except for business contracts or services generating income in Vietnam. The Representative Office must send a copy of such authorization to the Securities Commission within ten working days from the date of signing the contract.

Article 19. Obligations of the Representative Office

1. Purchasing mandatory insurance as required by Vietnamese law.

2. Paying taxes, fees, and charges as stipulated by Vietnamese law.

3. Submitting annual operational reports to the Securities Commission before the last working day of the first month of the following year. The report content includes:

a. Organizational structure and management;

b. Number, full name, date of birth, place of birth, nationality of employees (both Vietnamese and foreigners) working in the Representative Office and any personnel changes during the year (if any);

c. Activities carried out during the year;

d. Planned activities for the upcoming year.

4. In case of necessity, upon written request from the Securities Commission or competent state management agencies as stipulated by Vietnamese law, the Representative Office has the obligation to report, provide documents, or explain issues related to its operations.

Article 20. Restrictions and Prohibitions on Representative Offices and Employees Working in Representative Offices

1. A representative office shall not:

a. Rent out its premises or housing.

b. Transfer, lease, or lend the License to any other organization or individual.

c. Perform representative functions for traders or economic organizations, both domestic and foreign, in Vietnam.

d. Engage in business or directly profit-making services in Vietnam under any form.

2. Employees working in a representative office shall not:

a. Personally perform representative functions for traders or other economic organizations related to the securities and securities market sectors in Vietnam.

b. Work for traders or other economic organizations related to the securities and securities market sectors in Vietnam.

Chapter IV

INSPECTION, SUPERVISION, AND VIOLATION HANDLING

Article 21. Inspection and Supervision

A representative office shall be subject to inspection and supervision by the State Securities Commission and other state management agencies as prescribed by Vietnamese law.

Article 22. Handling of Violations

A representative office that violates the provisions of this Regulation shall be subject to administrative penalties or criminal liability追究 according to the severity and nature of the violation as stipulated by Vietnamese law.

Chapter V

IMPLEMENTING PROVISIONS

Article 23. Implementation Provisions

Amendments and supplements to this Regulation shall be decided by the Minister of Finance.