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SECURITIES COMPANY IN VIETNAM: LICENSING AND OPERATING CONDITIONS

A securities company means an enterprise established and operating under the securities law to perform one, some, or all securities transactions. So how to operate conditions and how the securities company in Vietnam works? Hereby, Doanh Tri Law Firm shall give a brief about Licensing and operating conditions.

I. Legal basis

- Law on Securities 2019 No. 54/2019/QH14;

- Law on Enterprise 2020 No. 59/2020/QH14;

- Law on Investment 2020 No. 61/2020/QH14;

- Decree 155/2020 /ND-CP Detailing The Implementation Of A Number Of Articles Of The Securities Law.

II. Conditions for securities company establishment in Vietnam

1. Conditions of the office

- Having a working office to ensure securities trading;

- Having sufficient material, technical facilities, office equipment, and technology systems suitable to the professional process of securities trading.

2. Capital conditions

Enterprises wishing to conduct securities business must have contributed capital at the time of the establishment of the company at least equal to the legal capital level prescribed for each transaction as follows:

- Securities brokerage: 25 billion VND;

- Securities dealing: 100 billion VND;

- Securities underwriting: 165 billion VND;

- Securities investment consultancy: 10 billion VND.

In case an enterprise applies for a license for many business operations, the legal capital is the total legal capital corresponding to each operation applying for the license.

3. Conditions of personnel

There is a General Director (Director), at least 03 employees with a securities practice certificate suitable for each securities trading operation applying for the license, and at least 01 compliance controller. The General Director (Director) must meet the following criteria:

- Not being subject to criminal prosecution or serving a prison sentence or prohibited from securities practice;

- Have at least 02 years of experience working in professional departments of organizations in the fields of finance, securities, banking, insurance or in finance, accounting, and investment departments in other enterprises ;

- Having a certificate of financial analysis practice or a fund management practice certificate;

- Not being sanctioned for an administrative violation in the field of securities and securities markets within the latest 6 months up to the time of submission of the dossier.

If there is a Deputy General Director (Deputy Director) in charge of operations, he/she must satisfy the standards specified at Points a, b, and d, Clause 5, Article 74 of the Law on Securities 2019 and possess a suitable securities practice certificate. suitable with the charge profession.

4. Conditions on the structure of shareholders, capital-contributing members

- Have at least 02 founding shareholders, capital contributing members are organizations.

In case the securities company is organized in the form of a one-member limited liability company, the owner must be an insurance enterprise or a commercial bank, or a foreign organization that meets the provisions of Clause 2, Article 77. of the Securities Law 2019.

- The total capital contribution ratio of organizations must be at least 65% of the charter capital, of which organizations being insurance enterprises and commercial banks own at least 30% of the charter capital.

5. Conditions on shareholders, capital-contributing members

- Shareholders, capital contributors are individuals who are not entitled to establish and manage enterprises in Vietnam in accordance with the Law on Enterprises;

- Shareholders, capital contributors who are organizations must have legal status and are operating legally; profitable business for 2 years immediately preceding the year of application for the license; the most recent annual financial statements must be audited with full acceptance;

- Shareholders, capital contributors own 10% or more of the charter capital of a securities company and their related persons, capital contributors (if any) do not own more than 5% of the charter capital. rate of 01 other securities company;

- Shareholders, capital contributors are foreign investors must meet the conditions specified in Article 77 of the Law on Securities 2019.

Note: During the operation, a securities company is required to comply with the conditions of charter capital, shareholder status, facilities, human resources ... (Clause 1, Article 85 of the Law on Securities. 2019).

For each type of operation, securities company is allowed to perform the following activities:

Stockbroker:

- Get entrusted to manage securities trading accounts of individual investors; distributing or acting as securities distribution agents; securities trading account management; providing securities owner list management services to other businesses;

- Providing online securities trading services; providing or coordinating with credit institutions to provide loan services to customers to buy securities or provide securities lending services; securities depository; securities clearing and settlement; derivative stock market services, etc.

Securities dealing:

Trading securities on securities proprietary trading accounts and being entitled to invest, contribute capital, issue and offer financial products.

Underwriting securities:

- Providing consulting services on securities offering documents, performing pre-sale procedures; Securities depository, payment, and transfer agent;

- Consulting on corporate restructuring, consolidation, merger, reorganization, purchase, and sale; management consulting, business strategy consulting; securities offering, listing and registration consultancy; enterprise equitization consulting.

Securities investment consulting:

Sign a contract to provide services to customers as prescribed in Clause 32, Article 4 of the Law on Securities 2019.

III. Licensing procedure

1. Dossier for issuance of the Establishment and Operation License of the securities company

- Application for issuance of an establishment and operation license of a securities company or fund management company.

- Explanation of material and technical foundations to ensure the performance of securities trading operations.

- Bank's confirmation of the legal capital deposited at an escrow account opened at the bank.

- Expected list of members:

   Tentative list of members of the Board of Directors, Board of Members. Of the Supervisory Board (if any), internal audit department. Director (General Director), Deputy Director (Deputy General Director). And at least 3 professional staff for each business operation applying for a license to file establishment of securities company. Attach a copy of a valid ID card or passport. Judicial record, curriculum vitae. And a copy of the appropriate practice certificate.

- List of founding shareholders or founding members, enclosed with a copy of the Identity Card or Passport for individuals and Certificate of business registration for legal entities.

- A copy of the latest annual financial statement certified by an independent audit organization of a founding shareholder or a founding member being a legal entity contributing ten percent or more of the group's contributed charter capital organization applying for a license.

- Draft of Company's charter.

- Estimated business operation plan for the first three years in accordance with the business operations requested for licensing, together with professional processes, internal control processes, and risk management processes.

- Minutes of the meeting together with resolutions of shareholders, members expected to contribute capital or decision of the owner on the establishment of securities trading organizations.

- Principle contract on leasing the head office or a decision to hand over the premises and the head office of the owner, enclosed with documents certifying the ownership, the right to use the office of the lessor or the owner.

- List of shareholders, capital contributors, attached with the following documents:

   + For individuals: Copy of valid ID card or passport and curriculum vitae. In case an individual is expected to own more than 10% of the charter capital, an additional judicial record must be submitted.

   + For organizations: Copy of permit of establishment and operation (if any). Business registration certificate or other equivalent documents. Company rules. Minutes of the meeting and decisions of the General Meeting of Shareholders, the Board of Directors, or the Board of Members. Or the minutes of the meeting and the decision of the chairman of the Board of Directors, Board of Members, or the owner's decision on capital contribution to establish the securities trading organization. Copy of valid ID card or passport and curriculum vitae of the authorized representative. Attached to the authorization document.

   + Where the organization is expected to own more than 10% of the charter capital. The authorized representative and the legal representative must submit additional judicial records.

   + In the case of shareholders, capital contributors are foreign organizations. Documents issued by foreign competent authorities must be consular legalized. Not later than 6 months prior to the date of application submission. And must be authenticated into Vietnamese. Because the organization has the function of translating legally operating in Vietnam.

- A competent state management agency's written approval of capital contribution for establishment:

   + State Bank for commercial banks, Ministry of Finance for insurance enterprises.

2. The order and procedures for the issuance of the Establishment and Operation License of the securities company

Step 1:

The dossier includes the above documents is made in 1 original set

The original set of documents are sent directly to the one-stop department of the State Securities Commission Or send by mail.

The amendment and supplementation of the file shall be conducted when the shareholders or capital contributors find it necessary. Amendments and supplements must be signed by the persons who have signed the documents previously sent to the State Securities Commission.

In case it is necessary to clarify matters related to the dossier, the State Securities Commission has the right to request a representative of shareholders, a founding member, or a person expected to be Director (General Director). Written or direct explanation.

Step 2:

Within 30 days from the date, the State Securities Commission makes a written request. Shareholders, founding members establishing securities trading organizations must complete the dossier set. After the above time limit, if the dossier is not added and fully completed. The State Securities Commission has the right to refuse to grant a license for establishment and operation.

Step 3:

Within 20 days from the date of receipt of complete and valid dossiers. The State Securities Commission has a written request for the completion of material facilities. And blockade of capital contribution. Shareholders and capital contributors may deduct their contributed capital for investment in facilities. The remaining stake must be frozen on the commercial bank's account. That bank is designated by the State Securities Commission. And will be cleared, transferred to the company's account immediately after being licensed for establishment and operation.

Step 4:

After a period of 03 months from the date of receiving the notice from the State Securities Commission stated in step 3. The shareholders, capital contributors do not complete the material facilities. as well as not block enough charter capital. And no additional personnel. The State Securities Commission has the right to refuse to license.

Step 5:

Within 7 days from the date of receipt of the certificate of the capital blockade, the record of physical facility inspection, and other valid documents. State Securities Commission issued a license for establishment and operation. In case of refusal, the State Securities Commission must reply in writing, clearly stating the reason.

The above information is about the "Securities company in Vietnam: licensing and operating conditions". For more information and advice on this issue, please contact Doanh Tri Law Firm directly via:

Hotline: (+84) 911.233.955 - (024) 6293 8326

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