Circular No. 91/2013/TT-BTC guiding the registration for establishment, organization, and operation of foreign securities business representative offices and foreign fund management company branches in Vietnam.

CIRCULAR

Guidelines for registering the establishment, organization, and operation of representative offices of foreign securities business organizations and branches of foreign fund management companies in Vietnam representative offices of foreign securities business organizations, branches of foreign fund management companiesin Vietnam

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Pursuant to the Securities Law dated June 29, 2006;

Pursuant to the Law Amending and Supplementing Certain Provisions of the Securities Law dated November 24, 2010;

Pursuant to Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law;

Pursuant to Decree No. 118/2008/NĐ-CP dated November 27, 2008, of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Part I. 

The Minister of Finance issues this Circular guiding the registration of the establishment, organization, and operation of representative offices of foreign securities business organizations and branches of foreign fund management companies in Vietnam.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

1. This Circular guides the registration of the establishment, organization, and operation of representative offices in Vietnam of foreign securities business organizations and branches in Vietnam of foreign fund management companies.

2. The subjects to which this Circular applies include: representative offices of foreign securities business organizations (hereinafter referred to as representative offices); branches in Vietnam of foreign fund management companies (hereinafter referred to as branches in Vietnam); and individuals and organizations related to the registration of the establishment, organization, and operation of representative offices and branches in Vietnam.

Article 2. Interpretation of Terms

In this Circular, the following terms are understood as follows:

1. Certified copy shall be certified true copies of documents in accordance with the relevant laws of Vietnam.

2. Branches in Vietnam of foreign fund management companies are dependent units of foreign fund management companies (parent companies), without legal personality and are responsible by the parent company under Vietnamese law for all their activities in Vietnam.

3. Vietnam Vegetable Oil Fragrance and Cosmetics Corporation is a state-owned enterprise directly under the Ministry of Industry, organized and operating under the parent company - subsidiary model pursuant to Decision No. 175/2004/QĐ-BCN dated December 23, 2004 of the Minister of Industry. refers to foreign securities business organizations established abroad that register to operate representative offices in Vietnam or foreign fund management companies established abroad that register to establish branches in Vietnam. The parent company is responsible under Vietnamese law for all activities and obligations arising from the operations of representative offices and branches in Vietnam.

4. AUTHORIZED REPRESENTATIVE is:

a) Chairman of the Board of Directors, Chairman of the Board of Members, Chairman of the Company, Chief Executive Officer or General Director of the parent company;

b) Persons authorized in writing by the subject mentioned in point a of this clause;

c) Persons who have sufficient authority according to the charter of the parent company to sign the documents stipulated in this Circular and perform related tasks within the scope of their assigned authority.

5. File individuals include information provided according to the form prescribed in Appendix No. 02 issued together with this Circular and a valid copy of identity card, passport still in effect, or other lawful personal identification.

6. is a dossier containing all required documents with complete and accurate declarations in accordance with the law. include documents and papers with contents declared fully and in compliance with the relevant laws, among which documents in foreign languages must be legalized and officially translated into Vietnamese in accordance with the relevant laws. The legalization date must not exceed six (06) months prior to the submission of the application;

a) Documents issued by competent state authorities of foreign countries must be legalized and officially translated into Vietnamese in accordance with the relevant laws. The legalization date must not exceed six (06) months prior to the submission of the application;

b) Other documents in foreign languages not issued by competent state authorities of foreign countries, or documents from the official websites of competent state authorities of foreign countries only need to be translated into Vietnamese by lawful translation organizations operating in Vietnam; or can be translated into Vietnamese by other organizations but confirmed by lawful translation organizations operating in Vietnam as being accurate and complete with the content in the original language. These documents do not require legalization.

7. Date of commencement of operations is the date on which the representative office of a foreign securities business organization or the branch in Vietnam of a foreign fund management company begins its operations.

8. Country of origin is the country where the parent company was established and has its principal office.

9.Foreign securities business organization refers to foreign securities companies and foreign fund management companies established abroad.

10. Representative office in Vietnam of a foreign securities business organization is the representative office in Vietnam of a foreign securities company or a foreign fund management company established abroad.

11. Registered capital of branches in Vietnam of foreign fund management companies is the capital provided by the parent company to the branches in Vietnam.

Chapter II

REGISTRATION OF OPERATIONS OF REPRESENTATIVE OFFICES OF FOREIGN SECURITIES BUSINESS ORGANIZATIONS

Article 3. Conditions for registering representative office operations

Foreign securities trading organizations wishing to register representative office operations in Vietnam must meet the conditions specified in Clause 1 and 2 of Article 74 of Decree No. 58/2012/NĐ-CP dated July 20, 2012, of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law.

Article 4. Documents for registering representative office operations

1. The documents for registering representative office operations include:

a) A request for issuance of a certificate of registration for representative office operations signed by an authorized representative of the parent company according to the form prescribed in Appendix No. 01 issued together with this Circular;

b) A certified true copy of the license for establishment and operation or business registration certificate or other documents having equivalent legal effect of the parent company. In cases where these documents specify the duration of the parent company's operation, such period must still have at least one (01) year remaining;

c) A certified true copy of the articles of incorporation of the parent company (Articles of Incorporation) or memorandum for private placement (Memorandum for Private Placement) or establishment agreement (Establishment Contract);

d) A certified true copy of the document confirming that the parent company meets the conditions stipulated in Article 3 of this Circular;

đ) A certified true copy of the document from the competent authority abroad allowing the establishment of a representative office in Vietnam (if required under foreign law);

e) An audited annual financial report of the most recent fiscal year and a confirmation document on tax obligations fulfillment in the most recent fiscal year issued by the competent authority of the home country;

g) Minutes of the meeting and decision of the board of directors or board of members or executive director or general manager regarding the establishment of a representative office in Vietnam and the appointment of the head of the representative office in Vietnam;

h) Personal files of the person expected to be appointed as the head of the representative office and employees working at the representative office;

i) Lease contract or principle lease agreement for the representative office headquarters accompanied by documentation confirming the ownership, right to use, or leasing authority of the lessor;

k) In case of establishing a representative office of a fund management company, additional documents related to funds currently investing in Vietnam (if any), including:

- A certified true copy of the fund registration certificate (if any) or a document confirming that the fund has completed its registration for establishment abroad issued by the foreign regulatory body (if any); fund articles of incorporation; fund prospectus, trust deed or memorandum for private placement or equivalent documents;

- A document from the custodian bank confirming the amount of assets of the fund in Vietnam;

- A certified true copy of the securities transaction code registration certificate of these funds (if any) or a document confirming the registration for opening a capital contribution account, purchasing shares in Vietnamese currency, opening a foreign direct investment capital account (if any).

2. The documents as prescribed in Clause 1 of this Article shall be prepared in two (02) sets, one (01) set in Vietnamese and one (01) original set in the language of the home country, along with an electronic information file. These documents shall be directly submitted to the State Securities Commission or sent via postal service.

3. The parent company shall amend and supplement the documents when necessary or upon request of the State Securities Commission. Within six (06) months from the date the State Securities Commission issues a written request, the parent company must complete the documents fully in accordance with the regulations. After this period, if the parent company does not amend, supplement the documents, or complete the full set of documents as requested, the State Securities Commission has the right to refuse issuance of the certificate of registration for representative office operations.

4. Within seven (07) days from the date of receiving all valid documents as prescribed in Clauses 1 and 2 of this Article, the State Securities Commission shall issue the certificate of registration for representative office operations. In case of refusal, the State Securities Commission shall respond in writing, stating the reasons and has no obligation to return the documents.

Article 5. Publication of Information and Commencement of Operations

1. Within thirty (30) days from the date on which the certificate of registration for the representative office becomes effective, the parent company or the representative office shall apply to the public security agency for issuance of a seal, and publish the certificate of registration for the representative office in a newspaper or online publication permitted to be issued in Vietnam for three (03) consecutive issues containing the following information:

a) The name and address of the representative office's headquarters;

b) The full name, abbreviated name, trading name, and headquarters address of the parent company;

c) The name and nationality of the head of the representative office;

d) The number, date of issue, and validity period of the certificate of registration for the representative office;

đ) The scope of activities of the representative office;

e) The expected date of commencement of operations.

2. Within fifteen (15) days from the date of commencement of operations, the representative office shall notify the State Securities Commission of its activities according to the form prescribed in Appendix No. 04 attached hereto, and submit documents verifying that the parent company has completed the procedures stipulated in Clause 1 of Article 5 of this Circular.

Article 6. Duration of Operation of the Representative Office

1. The duration of operation of the representative office is specified in the certificate of registration for the representative office.

2. The maximum validity period of the certificate of registration for the representative office is five (05) years but shall not exceed the remaining period of the establishment and operation permit or business registration certificate or equivalent legal document of the parent company.

Article 7. Amendment of the Certificate of Registration for the Representative Office

1. The parent company must request the State Securities Commission to amend the certificate of registration for the representative office in the following cases:

a) Change of the head of the representative office;

b) Change of the name of the representative office;

c) Change of the location of the representative office's headquarters in Vietnam;

d) Change of the name or location of the parent company's headquarters;

đ) Change of the parent company's registered business location;

e) Change in the legal status or related changes due to division, merger, or consolidation of the parent company.

2. The application dossier for amending the certificate of registration for the representative office is as follows:

a) In case of change of the head of the representative office:

- A request for amendment of the certificate of registration for the representative office signed by an authorized representative of the parent company according to the model prescribed in Appendix No. 03 attached hereto;

- A decision on the change of the head of the representative office signed by an authorized representative of the parent company;

- Documents proving that the relieved head of the representative office has fulfilled all tax and financial obligations to the Government of Vietnam; - Personal dossier of the person proposed to be appointed as the new head of the representative office.

b) In case of change of the name or location of the representative office's headquarters:

- A request for amendment of the certificate of registration for the representative office signed by an authorized representative of the parent company or by the head of the representative office with authorization from the parent company according to the model prescribed in Appendix No. 03 attached hereto, accompanied by a power of attorney;

- A copy of the lease agreement for the new location of the representative office (in case of change of the location of the representative office's headquarters), accompanied by documents confirming ownership, right of use, or leasing authority of the landlord.

c) In case of changes related to the parent company as provided in points b, d, đ, e of Clause 1 of this Article, within a maximum period of six (06) months from the date of occurrence of the change, the parent company must request the amendment of the certificate of registration for the representative office. The dossier includes the following documents:

- A request for amendment of the certificate of registration for the representative office signed by an authorized representative of the parent company according to the model prescribed in Appendix No. 03 attached hereto;

- A certified copy of the establishment and operation permit or business registration certificate or other legal documents issued by the competent foreign authority verifying the change of the parent company's headquarters location; change of the parent company's registered business location; change of name or legal status; division, merger, or consolidation; or equivalent legal documents.

3. The dossier as prescribed in Clause 2 of this Article shall be prepared in two (02) sets, one (01) set in Vietnamese and one (01) original set in the language of the country of origin, accompanied by an electronic file. The dossier shall be submitted directly to the State Securities Commission or sent by post.

4. Within seven (07) days from the date of receipt of a complete and valid dossier as prescribed in Clauses 2 and 3 of this Article, the State Securities Commission shall amend the certificate of registration for the representative office. In case of refusal, the State Securities Commission shall reply in writing and state the reasons.

5. Within seven (07) days from the date on which the amended certificate of registration for the representative office becomes effective, the parent company must publish information about the amended contents in the certificate of registration for the representative office according to the provisions of Clause 1 of Article 5 of this Circular.

Article 8. Extension of Representative Office Registration Certificate

1. A foreign securities business organization may extend its Representative Office Registration Certificate when it meets the following conditions:

a) Continues to maintain lawful operations according to the laws of its home country and satisfies the conditions stipulated in Article 3 of this Circular;

b) Does not violate Vietnamese laws leading to the revocation of its Representative Office Registration Certificate.

2. At least thirty (30) days before the expiration date of the Representative Office Registration Certificate, the parent company must complete the extension procedures, except in cases where the parent company has already submitted a complete and valid set of documents for the extension of the Representative Office's activities as prescribed in Clause 3 and Clause 4 of this Article prior to the expiration of the Representative Office Registration Certificate. After the aforementioned deadline, if the parent company wishes to continue the Representative Office's operations in Vietnam, it shall follow the procedures for issuing a new Representative Office Registration Certificate as stipulated in Articles 3 and 4 of this Circular.

3. The application for extending the Representative Office Registration Certificate includes the following documents:

a) An application for extending the Representative Office Registration Certificate signed by an authorized representative of the parent company according to the form prescribed in Appendix No. 03 issued together with this Circular;

b) Relevant documents as prescribed in Point b, d, e, g of Clause 1 of Article 4 of this Circular;

c) In cases where there are changes in the charter of the parent company, the head of the Representative Office, or the headquarters of the Representative Office, additional documents as prescribed in Point c, h, i of Clause 1 of Article 4 and Clause 2 of Article 7 of this Circular.

4. The documents as prescribed in Clause 3 of this Article shall be prepared in two (02) sets, one (01) set in Vietnamese and one (01) original set in the language of the home country, accompanied by an electronic information file. These documents shall be directly submitted to the State Securities Commission or sent via postal service.

5. Within seven (07) days from the date of receiving a complete and valid set of documents, the State Securities Commission will process the extension of the Representative Office Registration Certificate. If the request is denied, the State Securities Commission will respond in writing and specify the reasons.

Article 9. Scope of Activities, Rights, and Obligations of the Representative Office, Head of the Representative Office, and Staff at the Representative Office

The scope of activities, rights, and obligations of the Representative Office, the head of the Representative Office, and staff at the Representative Office shall be carried out in accordance with the provisions of Clause 4 and Clause 5 of Article 78 of the Securities Law, and Article 76 of Decree No. 58/2012/ND-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain articles of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law. Individuals working at the Representative Office must pay taxes in accordance with Vietnamese law.

Article 10. Termination of Operations of the Representative Office

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

a) At the request of the parent company;

b) Upon expiration of the term of operation as stated in the Representative Office Registration Certificate;

c) Revocation of the Representative Office Registration Certificate pursuant to Article 11 of this Circular.

2. In cases where the Representative Office terminates operations as stipulated in Point a and b of Clause 1 of this Article, at least thirty (30) days before the anticipated termination date, the parent company shall submit to the State Securities Commission a set of documents requesting the termination of the Representative Office's operations. The documents include the following:

a) Notification of the termination of the Representative Office's operations according to the form prescribed in Appendix No. 05 issued together with this Circular;

b) Plan for terminating the Representative Office's operations including: procedures and formalities for liquidating assets and fulfilling the Representative Office's obligations; methods, deadlines, and plans for settling debts, recovering assets, resolving obligations, and rights with related individuals and organizations; plans for transferring funds and assets of the Representative Office abroad;

c) Decision of the parent company regarding the termination of the Representative Office's operations.

3. The dossier as prescribed in Clause 2 of this Article shall be prepared in two (02) sets, one (01) set in Vietnamese and one (01) original set in the language of the country of origin, accompanied by an electronic file. The dossier shall be submitted directly to the State Securities Commission or sent by post.

4. Within ten (10) days from the date of receiving a complete and valid set of documents as prescribed in Clause 2 and Clause 3 of this Article, the State Securities Commission will review and approve in principle the termination of the Representative Office's operations.

5. After receiving the approval letter from the State Securities Commission regarding the principle of terminating the Representative Office's operations, the Representative Office shall carry out the procedures to close down the office, including:

a) Announcing information on three (03) consecutive issues of a central or local newspaper where the Representative Office is located about the termination of its operations so that organizations and individuals can resolve their related interests;

b) Terminating lease agreements for the office premises, labor contracts with employees, and other transactions (if any);

c) Completing all tax and financial obligations to the state according to current Vietnamese law;

d) Processing the return of seals according to relevant laws;

đ) Settling all debts and other obligations with organizations and individuals related in Vietnam; fully fulfilling all obligations and rights with other related organizations and individuals.

6. From the date of completing the procedures as stipulated in Clause 5 of this Article, the parent company shall report to the State Securities Commission on the completion of the procedures for terminating the Representative Office's operations in Vietnam. The reporting documents include the following:

a) Notification of the termination of the Representative Office's operations signed by an authorized representative of the parent company according to the form prescribed in Appendix No. 06 issued together with this Circular;

b) Documents and materials proving that the parent company has completed the liquidation procedures and fulfilled all obligations and rights with related organizations and individuals as stipulated in Clause 5 of this Article and relevant Vietnamese laws;

c) Original copy of the Representative Office Registration Certificate of the foreign securities business organization.

7. The file at Clause 6 of this Article shall be established in two (02) sets, one (01) set in Vietnamese and one (01) original set in the language of the country of origin, accompanied by an electronic information file. These files shall be directly submitted to the Securities Commission or sent via postal service.

8. Within fifteen (15) days from the date of receiving complete and valid files as stipulated in Clauses 6 and 7 of this Article, the Securities Commission shall issue a decision to revoke the certificate of registration for representative office operations.

9. After receiving the decision to terminate the operations of the representative office issued by the Securities Commission, the parent company may transfer remaining assets of the representative office abroad (if any) in accordance with current laws.

Article 11. Revocation of the Certificate of Registration for Representative Office Operations

1. Depending on the nature and degree of violation, foreign securities business organizations shall have their certificates of registration for representative office operations revoked in the following cases:

a) The parent company or representative office violates regulations on foreign exchange management under Vietnamese law, internal transactions, market manipulation, and other prohibited transactions as prescribed by Vietnamese securities law; fails to fulfill all tax obligations and other financial obligations to the Vietnamese State as required by law;

b) The application file for the certificate of registration for representative office operations contains inaccurate or omitted important information as required by the file;

c) Engages in activities contrary to its purpose, functions, or contents specified in the certificate of registration for representative office operations or other legal provisions governing such activities;

d) Fails to submit reports as requested by the Securities Commission;

đ) The parent company ceases operations, goes bankrupt, or is dissolved; or the parent company undergoes division, separation, merger, or consolidation, and the organization formed after these changes requests the termination of the representative office's operations in Vietnam;

e) The representative office does not commence operations within twelve (12) months from the date of issuance of the certificate of registration for representative office operations.

2. In the event that the representative office has its certificate of registration for representative office operations revoked according to Clause 1 of this Article, the Securities Commission shall issue a document requesting the parent company and representative office to carry out procedures to close the representative office as prescribed in Clauses 5, 6, 7, 8, and 9 of Article 10 of this Circular.

Article 12. Reporting and Archiving Obligations of the Representative Office

1. During its operational period, the representative office is responsible for submitting periodic quarterly and annual reports to the Securities Commission. The content of the report shall follow the model prescribed in Appendix No. 07 attached to this Circular.

2. The deadline for submitting the report as stipulated in Clause 1 of this Article:

a) Within fifteen (15) days from the end of the quarter;

b) Within ninety (90) days from the end of the year.

3. The representative office must store at its headquarters all relevant documents and files accurately and promptly, and update information and data related to its operations. Upon request by the Securities Commission, the representative office shall promptly report, provide documents, or explain issues related to its own operations and those of the parent company on the Vietnamese securities market.

Chapter III

ESTABLISHMENT AND OPERATIONS OF A BRANCH IN VIETNAM BY FOREIGN FUND MANAGEMENT COMPANIES

Article 13. Conditions for Issuing a License to Establish and Operate a Branch in Vietnam

1. A foreign fund management company wishing to register to establish a branch in Vietnam must not be in a state of merger, consolidation, division, spin-off, dissolution, bankruptcy, and must meet the conditions stipulated in Clause 3, Article 74 of Decree No. 58/2012/ND-CP dated July 20, 2012, guiding the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law.

2. The branch of a foreign fund management company planned to be established in Vietnam must have adequate physical facilities and a professional staff team meeting the conditions prescribed by the laws on establishing, organizing, and operating fund management companies, similar to domestic fund management companies, and must also meet the conditions stipulated in Clauses 3 and 4, Article 71 of Decree No. 58/2012/ND-CP dated July 20, 2012, guiding the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law.

Article 14. Documents for Requesting a License to Establish and Operate a Branch in Vietnam

1. The documents for requesting a license to establish and operate a branch in Vietnam from a foreign fund management company include:

a) An application for a license to establish and operate a branch of a foreign fund management company in Vietnam signed by an authorized representative of the parent company according to the model specified in Appendix No. 08 issued together with this Circular;

b) Business plans of the branch in Vietnam for the first three (03) years after obtaining the establishment and operation license, including contents according to the model specified in Appendix No. 09 issued together with this Circular;

c) A certified true copy of the articles of incorporation of the parent company (Articles of Incorporation) or memorandum for private placement (Memorandum for Private Placement) or establishment agreement (Establishment Contract);

d) A certified copy of the license to establish and operate the foreign fund management company or equivalent documents issued by the competent authority of the home country. In cases where these documents specify the operational period of the parent company, that period must still be at least five (05) years;

đ) Documentation confirming that the parent company meets the conditions stipulated in this Circular's Article 13;

e) A certified copy of the document from the competent authority abroad allowing the establishment of a branch in Vietnam (if required by the laws of the foreign country);

g) Audited annual financial reports for the most recent fiscal year;

h) Minutes of meetings (if any) and decisions of the shareholders' meeting, board of directors, or board of members, or decisions of the owner or authorized representatives according to the articles of association of the parent company regarding the establishment of a branch in Vietnam;

i) Appointment decision for the branch manager of the foreign fund management company signed by the authorized authority of the parent company. A list of proposed professional staff members, accompanied by individual files, criminal records issued within no more than six (06) months from the date of submitting the branch establishment application, and other related documents proving that the branch manager and professional staff at the branch meet the requirements stipulated in Clause 2, Article 13 of this Circular;

k) Lease contracts or lease principle agreements for the branch headquarters, along with documentation confirming the ownership, usage rights, or leasing authority of the lessor;

l) Documents related to funds currently investing in Vietnam (if applicable) as stipulated in Point k, Clause 1, Article 4 of this Circular.

2. The documents as prescribed in Clause 1 of this Article shall be prepared in two (02) sets, one (01) set in Vietnamese and one (01) original set in the language of the home country, along with an electronic information file. These documents shall be directly submitted to the State Securities Commission or sent via postal service.

3. Within six (06) months from the date the State Securities Commission requests in writing, the parent company must complete the documents according to the regulations. If clarification of issues related to the application for a license to establish and operate a branch is necessary, the State Securities Commission may request the parent company or the person expected to be the branch manager to provide written explanations. After the above period, if the parent company does not amend, supplement, or complete the documents or does not fully respond to the requests, the State Securities Commission has the right to refuse issuance of the branch establishment license.

Article 15. Procedures for Issuing Licenses to Establish and Operate Branches in Vietnam

1. Within twenty (20) days from the date of receiving complete and valid documents as stipulated in Article 14 of this Circular, the State Securities Commission shall notify the foreign fund management company to complete the material conditions, personnel, and capital lock-up of the branch. The parent company may use the registered capital of the branch to invest in infrastructure. The remaining registered capital must be locked up in a commercial bank account designated by the State Securities Commission and released into the branch's account immediately upon the license for establishment and operation of the branch becoming effective.

2. The State Securities Commission shall inspect the material conditions of the branch’s headquarters in Vietnam before issuing the license for establishment and operation.

3. Three (03) months from the date of receipt of the notification from the State Securities Commission as provided for in Clause 1 of this Article, if the foreign fund management company fails to complete the material conditions, capital lock-up, and fully supplement personnel as required, the State Securities Commission has the right to refuse issuance of the license.

4. Within seven (07) days from the date of receipt of the confirmation of capital lock-up, inspection report on material conditions, and other valid documents as stipulated in Article 14 of this Circular, the State Securities Commission shall issue the license for establishment and operation of the branch in Vietnam to the foreign fund management company. In case of refusal, the State Securities Commission shall reply in writing, stating the reasons and has no obligation to return the documents.

5. Within thirty (30) days from the date the license for establishment and operation of the branch becomes effective, the parent company must apply for a seal with the police authority, announce the license for establishment and operation of the branch in a permitted newspaper or online publication in Vietnam for three consecutive issues containing the following information:

a) Name and address of the branch’s headquarters;

b) The full name, abbreviated name, trading name, and headquarters address of the parent company;

c) Name and nationality of the branch director;

d) Number, date of issuance, and validity period of the license for establishment and operation of the branch;

đ) Registered capital;

e) Content of the branch’s activities;

g) Anticipated opening date of operations.

6. Within fifteen (15) days from the date of commencement of operations, the branch in Vietnam must submit to the State Securities Commission a notice of its operations according to the form prescribed in Appendix No. 04 issued together with this Circular and authentic documents confirming that the foreign organization has completed the procedures as required under Clause 5 of this Article.

Article 16. Amendment of Licenses for Establishment and Operation of Branches in Vietnam

1. The branch of a foreign fund management company must request the State Securities Commission to amend the license for establishment and operation of the branch in the following cases of change:

a) Change of branch director;

b) Change of branch name;

c) Change of location of the branch’s headquarters;

d) Change of name or location of the parent company’s headquarters;

đ) Change of the parent company's registered business location;

e) Change in the legal status or related changes due to division, merger, or consolidation of the parent company.

2. The application documents and procedures for amending the license for establishment and operation of the branch shall be carried out in accordance with the relevant provisions of Articles 7 and 14 of this Circular. In the case of changing the branch’s headquarters of a foreign fund management company, the State Securities Commission shall inspect the material conditions to ensure that the branch meets the operational requirements under the laws on establishment, organization, and operation of fund management companies before amending the license for establishment and operation of the branch.

Article 17. Suspension of operations, cessation of operations, revocation of establishment and operation licenses for branches in Vietnam

1. A branch in Vietnam shall suspend operations for a maximum period of two (02) years in the following cases:

a) Forced to suspend operations due to inability to rectify the special supervision status under the financial safety index regulations and having consolidated losses below fifty percent (50%) of the charter capital;

b) Voluntarily suspending operations, provided that all economic contracts related to securities business have been liquidated.

2. A branch in Vietnam shall be ceased operations in the following cases:

a) The cases stipulated in points a, b, c, d of Clause 1, Article 11 of this Circular;

b) Failure to maintain the conditions for obtaining the license to establish and operate a branch as prescribed in Clause 3, Article 74 of Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law;

c) Unable to rectify the special supervision status within the time limit prescribed by the financial safety index regulations, with consolidated losses reaching fifty percent (50%) or more of the charter capital, or no longer meeting the capital requirements to operate a branch;

3. A branch in Vietnam shall have its establishment and operation license revoked in the following cases:

a) The cases stipulated in points e, f of Clause 1, Article 11 of this Circular;

b) Unable to rectify violations leading to forced suspension or cessation of operations during the suspension or cessation period as prescribed in Clause 1 and Clause 2 of this Article.

4. The procedures and formalities for suspending operations, ceasing, and revoking the establishment and operation licenses for foreign fund management company branches shall be carried out in accordance with the securities laws applicable to domestic fund management companies.

Article 18. Dissolution of Branches in Vietnam

1. A branch in Vietnam shall be dissolved in the following cases:

a) At the request of the parent company, voluntarily dissolving and terminating operations in Vietnam if it has the ability to settle all debts and other obligations;

b) Upon expiration of the term of operation as specified in the license to establish and operate a branch in Vietnam;

c) Having its establishment and operation license revoked.

2. The procedures, documents, and formalities for dissolving foreign fund management company branches shall be carried out in accordance with the securities laws applicable to domestic fund management companies.

Article 19. Changes in Charter Capital of Branches in Vietnam

1. The charter capital of a branch in Vietnam may be increased from the following sources:

a) Retained earnings;

b) Additional capital provided by the parent company.

2. When reducing the charter capital of a branch in Vietnam, the parent company must ensure that the branch meets the legal capital requirements and financial safety ratios after adjustment.

3. The procedures, documents, and formalities for increasing or decreasing charter capital and sources of capital for branches in Vietnam shall be carried out in accordance with the securities laws applicable to domestic fund management companies.

Article 20. Operations of Branches in Vietnam

1. A branch in Vietnam must comply with the following provisions:

a) Only manage assets raised from abroad, including assets generated in Vietnam from foreign-raised funds; not allowed to raise funds in Vietnam for management in any form;

b) Except where the client has instructed or there is a provision in the investment management contract or the articles of association of the foreign organization, when managing assets for clients, foreign fund management company branches must comply with the regulations on custody, separate asset management for each client; transactions between client portfolios according to the regulations applicable to domestic fund management companies;

c) Protect client information, transaction information, portfolio information, and other related information, except when providing information to the State Securities Commission and competent authorities upon request;

d) Comply with foreign exchange regulations, restrictions on ownership in Vietnamese enterprises, taxes, fees, anti-money laundering regulations, and other applicable laws;

đ) May use foreign-raised assets to finance projects, businesses, loans, and implement investment contracts as stipulated in the investment management contract, the articles of association of the foreign organization, or the instructions of the client;

e) Not allowed to borrow from Vietnam for clients, organizations, individuals, or itself in any form; not allowed to use entrusted assets or its own assets as collateral, pledge, margin, or guarantee for loans, guarantees for loans in Vietnam, including for clients, organizations, individuals, or itself;

g) Not allowed to issue securities to raise funds in Vietnam;

h) Repatriate profits of the branch in accordance with Vietnamese law;

i) Carry out securities business activities in accordance with the establishment and operation license, Vietnamese law, and international treaties to which Vietnam is a party;

k) Employees working at the branch must pay taxes in accordance with Vietnamese law.

2. In reporting ownership and disclosing information about transactions on the securities market, branches in Vietnam are responsible for:

a) Representing entrusted clients to fulfill the obligation to report and disclose transaction information in accordance with securities laws. The branch and entrusted clients must comply with the regulations on reporting ownership and disclosing information on the securities market applicable to related parties, major shareholders, insiders, and internal investors;

b) The obligation to report and disclose information arises from the date:

- The number of shares held by the branch in Vietnam, the parent company, and entrusted clients reaches five percent (5%) or more of the total issued shares of an issuer, or

- The branch in Vietnam, the parent company is an insider or internal investor as defined by securities laws.

c) The content of the information disclosure report and the method of disclosing information shall be carried out in accordance with the provisions of the law on information disclosure in the securities market.

3. The branch in Vietnam must carry out a public tender offer in accordance with the provisions of the law on securities in the following cases:

a) The branch in Vietnam, the entrusted client, or the branch in Vietnam together with the entrusted client purchases to hold twenty-five percent (25%) or more of the total number of outstanding shares or closed-end fund certificates of an issuer;

b) The branch in Vietnam, the entrusted client, or the branch together with the entrusted client holds twenty-five percent (25%) or more of the outstanding shares or closed-end fund certificates of an issuer and subsequently purchases from five percent (5%) up to less than ten percent (10%) of the outstanding shares or closed-end fund certificates within a period of less than one year from the end date of the previous public tender offer;

c) The branch in Vietnam, the entrusted client, or the branch in Vietnam together with the entrusted client holds twenty-five percent (25%) or more of the outstanding shares or closed-end fund certificates of an issuer and subsequently purchases ten percent (10%) or more of the outstanding shares or closed-end fund certificates of the issuer;

4. During its operation, the branch in Vietnam and the parent company must ensure:

a) Within a maximum period of thirty (30) days from the date the parent company completes its investment in subsidiaries, joint ventures, and associated companies in Vietnam, the branch has the responsibility to notify the State Securities Commission about these investment items; the parent company may not participate in capital contribution or purchase to hold more than five percent (5%) of the charter capital of a fund management company in Vietnam;

b) The branch in Vietnam may not contribute capital, purchase shares, or equity interests in fund management companies or securities companies in Vietnam, except in the case of purchasing to hold or jointly with related parties holding no more than five percent (5%) of the outstanding shares of a fund management company or securities company that have been registered for trading or listed on the Stock Exchange;

5. All securities transactions in Vietnam by members of the management board and employees of the branch in Vietnam must be reported to the internal control department of the branch before and immediately after the transaction. Reports on personal transactions mentioned above must include information about the type (code) of securities, quantity, transaction price, and the securities company where the trading account is opened. Personal transaction reports must be stored and centrally managed at the internal control department and provided to the State Securities Commission upon request.

6. The branch in Vietnam is permitted to provide investment advisory services for domestic and foreign clients. When providing investment advisory services in Vietnam, the branch in Vietnam is responsible for complying fully with all legal provisions regarding personnel and business operations applicable to domestic fund management companies.

7. The organizational structure and management governance of the branch in Vietnam, decided by the parent company, must comply with the provisions of Vietnamese law on the organizational structure, management, governance, and internal control of fund management companies.

8. The branch must establish business procedures, set up and operate risk management systems in accordance with the guidelines of the State Securities Commission suitable for its business activities, ensuring mechanisms for risk control and management tied to each product and business process implementation; or using internal regulations issued by the parent company.

9. The branch in Vietnam is responsible for organizing annual training and seminars for employees or requiring practicing employees to attend seminars organized by the State Securities Commission (if any), ensuring that the staff is updated with skills, expertise, business knowledge, and legal knowledge.

Article 21. Financial Mechanism of Branches in Vietnam

1. During their operation, branches in Vietnam must always maintain the level of equity capital of the branch not lower than the statutory capital stipulated in Clause 3, Article 71 of Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law.

2. Branches in Vietnam must implement the financial mechanism according to the regulations of Vietnamese law as for domestic fund management companies.

3. Branches in Vietnam must meet and maintain financial safety indicators as for domestic fund management companies.

Article 22. Financial Obligations, Taxes, and Accounting System of Branches in Vietnam

1. Branches in Vietnam fulfill tax obligations and financial obligations according to the regulations of Vietnamese laws on taxation and tax administration.

2. Branches in Vietnam fully comply with Vietnamese laws on accounting for domestic fund management companies.

Article 23. Reporting Obligations, Record Keeping, and Information Disclosure of Branches in Vietnam

1. Branches in Vietnam submit periodic reports on the activities of the branch to the State Securities Commission as follows:

a) Monthly and annual activity reports with contents according to the model prescribed in Appendix 10 issued together with this Circular;

b) Quarterly financial reports, semi-annual financial reports, and annual financial reports. Semi-annual financial reports must be reviewed and annual financial reports must be audited by an approved auditing organization;

c) Monthly and annual reports on the management of investment portfolios according to the model prescribed in Appendix 11 issued together with this Circular; annual financial reports of investment funds in Vietnam established according to the regulations of the home country;

d) Reports on financial safety indicators according to the regulations on financial safety indicators applicable to domestic securities business organizations.

2. Deadlines for submitting the reports specified in Clause 1 of this Article:

a) Within ten (10) days from the end of the month for monthly reports; within twenty (20) days from the end of the quarter for quarterly reports;

b) Within forty-five (45) days from the end of the first six months of the fiscal year for semi-annual financial reports;

c) Within ninety (90) days from the end of the fiscal year for annual reports.

3. Branches in Vietnam must report to the State Securities Commission any events that may significantly affect their financial capacity or entrusted asset management operations within three (03) working days from the occurrence of such events.

4. In cases where necessary to protect common interests and investor interests, the State Securities Commission may require foreign fund management company branches to report on other activities conducted on Vietnamese territory by the branch or by the parent company. The branch must report to the State Securities Commission within forty-eight (48) hours from receiving the reporting request.

5. Branches in Vietnam must store at their headquarters all relevant documents, records accurately and promptly, and update information and data related to their activities. When required by the State Securities Commission, branches in Vietnam have the obligation to promptly report, provide documents, or explain issues related to their activities and those of the parent company on the Vietnamese securities market.

6. Branches in Vietnam must disclose information according to current laws as for domestic fund management companies.

Article 24. Inspection and supervision of branch operations in Vietnam

1. The Securities Commission shall conduct inspections and supervisions of the operations of foreign fund management company branches in Vietnam in accordance with current laws.

2. The parent company and state management agencies in the fields of finance, banking, and securities where the parent company is headquartered must notify and submit a draft inspection content outline to the Securities Commission before conducting inspections and oversight of the branch's operations in Vietnam.

3. Within thirty days from the date of receipt of the conclusion, the branch in Vietnam shall report to the Securities Commission on the results of internal audits, internal audit conclusions, and supervisory conclusions issued by the parent company and competent foreign authorities regarding the branch's operations in Vietnam.

Chapter IV

IMPLEMENTATION

Article 25. Effective Date

This Circular takes effect from November 1, 2013, and replaces Decision No. 124/2008/QD-BTC dated December 26, 2008, of the Minister of Finance on the issuance of regulations for the establishment and operation of representative offices of foreign securities business organizations in Vietnam.

Article 26. Implementation

The Securities Commission, representative offices of foreign securities business organizations, foreign fund management company branches in Vietnam, and related organizations and individuals are responsible for organizing the implementation.