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THE GOVERNMENT
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SOCIALIST REPUBLIC
OF VIETNAM
Independence - Freedom - Happiness
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No. 86/2016/ND-CP
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Hanoi, July 1,
2016
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DECREE
ON
REQUIREMENTS FOR INVESTMENT AND TRADING IN SECURITIES
Pursuant to the Law on Government organization
dated June 19, 2015;
Pursuant to the Securities Law dated June 29,
2006; Law amending and supplementing a number of articles of Securities Law
dated November 24, 2010;
Pursuant to the Law on employment dated November
26, 2014;
Pursuant to the Law on enterprises dated
November 26, 2014;
At the request of the Minister of Finance;
The Government promulgates a Decree on
requirements for investment and trading in securities.
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GENERAL PROVISIONS
Article 1. Scope and regulated
entities
1. This Decree deals with requirements for
investment and trading in securities that organizations or individuals must
satisfy when conducting investment and trading in Vietnamese securities market.
2. This Decree applies to securities companies,
fund management companies, investment companies, branches of foreign securities
traders in Vietnam, depository members, trading members, paying bank(s),
supervisory banks, Stock Exchange (SE), the Vietnam Securities Depository (VSD)
and relevant agencies, organizations, and individuals on the Vietnamese
securities market.
Article 2. Interpretation of
terms
For the purposes of this Decree, these terms below
shall be construed as follows:
1. Security company means an enterprise that is established
and operates under law on securities to do business with one, some or all kinds
of the following services: Securities brokerage, proprietary trading,
securities underwriting, securities investment consultancy and financial
services in accordance with the law on securities.
2. Fund management company means an enterprise that
is established and operates under law on securities to do business with the
following services: Management of securities investment fund, management of
securities investment portfolio and securities investment consultancy.
3. Foreign securities traders includes securities
companies and fund management companies established in foreign countries.
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5. Margin trading means practice of buying
securities with money borrowed from a securities company, in which the
purchased securities and other marginable securities of the customer then serve
as collateral for the loan.
6. Day trading means practice of buying and selling
the same security with the same volume, on the same account and within the same
trading day.
7. Paying bank means a bank that provides payment
process services for securities exchange on SE.
Article 3. General regulations
on securities investment and trading
1. Any organizations or individuals, upon the
establishment or during the investment and trading on the Vietnamese securities
market, must conform and maintain requirements prescribed in this Decree and
other requirements for investment and trading in securities (if any) prescribed
in the Law on Securities and Decrees of the Government.
2. During the operation, if there is any changes to
business service(s), name(s), business location(s), charter capital, legal
representative(s) or head(s) of a securities trader, a branch of a securities
trader, a branch of a foreign securities trader in Vietnam or restructuring of
a securities trader, regulations on law on enterprises must be complied and
such change or restructuring must be adopted by the General Meeting of
Shareholders, Board of Directors, Member assembly or owner(s) of such entity in
accordance with law on the Law on Securities and be registered with State
Securities Commission (hereinafter referred to as SSC).
3. Procedures for investment and trading in
securities on Vietnamese securities market applicable to domestic and foreign
organizations or individuals shall be in accordance with law on securities.
Article 4. Requirements applied
to foreign organizations holding 51% or more charter capital of securities
traders in Vietnam
A foreign organization is permitted to hold 51% or
more charter capital of securities traders in Vietnam when the following
requirements are satisfied:
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2. The purchase of shares or stakes to hold 51% or
more of charter capital of a securities trader in Vietnam is adopted by the
General Meeting of Shareholders, the Board of members or owner(s) of the
foreign organization.
3. The purchase of shares or stakes to hold 51% or
more of charter capital of a securities trader in Vietnam by a foreign
organization is adopted by the General Meeting of Shareholders, the Board of
members or owner(s) of the securities trader in Vietnam, unless the foreign
organization makes a tender offer as prescribed in law on securities.
4. Only owner’s equity and other legal sources of
funds are used to buy shares or stakes and the foreign organization is not in
the case of ownership restriction as prescribed in Point c Clause 7 and Point c
Clause 8 of Article 71 of 58/2012/ND-CP.
5. The annual financial statement up to the latest
submission of foreign organization (or the
latest consolidated financial statement in case where the foreign
organization is the parent company) is prepared and audited as prescribed in
foreign law in conformity with international accounting and auditing standards.
Chapter II
ON REQUIREMENTS FOR
INVESTMENT AND TRADING IN SECURITIES COMPANIES
Article 5. Requirements for
issuance of establishment and operation license of securities companies
1. Requirements pertaining to head offices,
facilities and equipment:
a) Having head offices ensuring the trading in
securities;
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2. Requirements pertaining to capital:
The minimum capital contributed at the
establishment time of the company must equal to legal capital as prescribed in
Clause 1 and 2 Article 71 of Decree No. 58/2012/ND-CP.
3. Requirements pertaining to personnel:
Having a scheduled list of personnel, in which
there are at least 3 securities practitioners in conformity with each business
services respectively that are applied for license of establishment and
operations. Having General Director (Director) of securities companies who
satisfies the following requirements:
a) He/she has full legal capacity, is not facing a
criminal prosecution or serving an imprisonment sentence or is prohibited from
practicing a business job by a court as prescribed by law;
b) Having at least 3 years' experience in services
departments in the field of finance, banking and/or securities or in finance,
accounting and/or investment departments of other enterprises and having at
least 3 years' experience in administration;
c) Obtaining a practice certificate of financial
analysis or a practice certificate of fund management;
d) Facing penalty/penalties prescribed in law on
securities and securities market in the latest 12 months from the submission
date of application;
dd) Having no violation prescribed in Point b
Clause 1 Article 80 of the Law on Securities.
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Proportion of shareholders and capital contributors
shall be in accordance with regulations of Clauses 5, 6, 7 and 10 Article 71 of
Decree No. 58/2012/ND-CP, regulations on foreign investors in Clause 21 and
Clause 24 Article 1 of Decree No. 60/2015/ND-CP and the following requirements
are satisfied:
a) At the time of establishment registration,
capital contributors have no accumulated loss mentioned in the latest audited
annual financial statement and the latest examined biannual financial statement
(if any);
b) Where the securities company is structured in
the form of single member limited liability company, the owner must be a
commercial bank, an insurer, or a foreign organization satisfying requirements
prescribed in Article 4 of this Decree.
Article 6. Requirements for
addition of securities services to securities companies
A securities company is entitled to provide
additional securities services upon an approval granted by SSC if the following
requirements are satisfied:
1. Regulations in Clauses 1, 2 and 3 Article 5 of
this Decree applicable to existing securities services and expected additional
services.
2. The securities company is not the a state of
operational control, special control or operation suspension within the latest
3 months from the date on which the application for registration is submitted.
Article 7. Requirements for
restructuring of securities companies
A securities company is entitled to engage in
consolidation, acquisition or conversion of business type if the following
requirements are satisfied:
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2. In case where the company combine the
restructuring and private offering, public offering or a transaction approved
by SSC, it is required to satisfy requirements of relevant law provisions.
3. The post-restructuring company satisfy
requirements prescribed in law on competition and other laws on enterprise
restructuring.
Article 8. Requirements for
registration of provision of margin trading service, day trading service, and
trading, clearing and settlement of derivative trading service
1. A securities company is entitled to provide
margin trading service upon an approval of SSC when the following requirements
are satisfied:
a) It is licensed to provide securities brokerage
service and is adopted by the Board of Directors, Member assembly or owner(s)
of the securities company to provide margin trading service;
b) It is a member of SE and VSD and is not in the
state of warning, operational control, special control, mandatory suspension,
voluntary suspension, consolidation, acquisition, dissolution, or bankruptcy;
c) There is no accumulated loss of 50% or more of
charter capital according to the latest audited annual financial statement or
the latest examined biannual financial statement, provided that such statement
is made within 6 months up to the time at which the margin trading service is
registered. The auditor’s opinions in the latest audited annual financial
statement or the latest examined financial statement must be unqualified opinions.
d) The ratio of liabilities to owner’s equity does
not exceed 3, owner’s equity is not lower than legal capital, and reserve funds
are created sufficiently;
dd) Liquidity ratio accounts for at least 180% in
the latest 12 consecutive months from the time of registration of margin
trading service;
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2. Application for registration of margin trading
service includes:
a) An original of registration of margin trading
service;
b) A copy of resolution on margin trading service
issued by Board of Directors, Member assembly or owner of securities company;
c) An original of description of the system serving
margin trading, supervising margin accounts, including information technology
system and software system;
d) The process of margin trading service and the
process of risk management and control of margin trading.
3. The application prescribed in Clause 2 of this
Article shall be made in one dossier enclosed with electronic file sent to SSC,
directly or by post. Within 15 working days from the date on which the satisfactory
application is received, SSC shall grant an approval for margin trading to the
securities company. If the application is rejected, SSC must provide
explanation in writing.
4. The securities company is entitled to provide
day trading service upon an approval of SSC when the following requirements are
satisfied:
a) It is licensed to provide all securities trading
services and is adopted by Board of Directors, Member assembly or owner(s) of
the securities company to provide day trading service;
b) It complies with Point b, c and d Clause 1 of
this Article;
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d) Liquidity ratio accounts for at least 220% in
the latest 12 consecutive months from the time of registration of day trading
service.
5. A securities trader is entitled to provide
derivative trading service when the following requirements are satisfied:
a) Regulations in Clause 1 Article 4 of
Government’s Decree No. 42/2015/ND-CP dated May 5, 2015 on derivatives and
derivatives market (hereinafter referred to as Decree No. 42/2015/ND-CP);
b) Reserve funds are created sufficiently as
prescribed and there is no loss in the latest 2 years; liquidity ratio accounts
for at least 220% in the latest 12 consecutive months before the month in which
the application is submitted;
c) The opinions of permitted audit organization in
the latest audited annual financial statement and the latest examined biannual
financial statement (if any) must be unqualified opinions.
6. A securities company, a commercial bank, a
branch of foreign bank is entitled to provide clearing and settlement of
derivative trading if the following requirements are satisfied:
a) It complies with Clause 2 Article 4 of Decree
No. 42/2015/ND-CP and Point c Clause 5 of this Article;
b) Regarding the securities company: Reserve funds
are created sufficiently as prescribed and there is no loss in the latest 2
years; liquidity ratio accounts for at least 260% in the latest 12 consecutive
months before the month in which the application is submitted;
c) Regarding the commercial bank or the branch of
foreign bank: Requirements pertaining to capital adequacy within the latest 12
months before the month in which the application is submitted in accordance
with law on banking are satisfied.
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1. A securities company is entitled to establish a
branch if the following requirements are satisfied:
a) The satisfaction of requirements for issuance of
licenses to the existing headquarter, branches and transaction offices (if any)
is maintained;
b) At the time of establishment of the branch, the
securities company is not in the state of operational control, special control
or mandatory suspension as prescribed by law;
c) The securities company does not incur any
penalties for administrative violations against regulations on securities and
securities market within 6 months up to date on which SSC receives the
application for establishment of the branch submitted by the securities
company;
d) There is a head office of the branch and
equipment serving the securities trading services authorized to provide at the
branch as prescribed in Point c Clause 1 Article 5 of this Decree;
dd) The Director of branch must satisfy the
requirements prescribed in Points a and d Clause 3 Article 5 of this Decree,
obtain a securities practice certificate in conformity with business services
provided by the branch, have at least 2 years’ experience in the fields of finance,
banking and securities and at least 1 year’ experience in administration; there
are at least 2 securities practitioners in conformity with each business
service provided at the branch.
2. A securities company is entitled to provide
services in a branch if the following requirements are satisfied:
a) It complies with regulations in Points a, d and
dd Clause 1 applicable to existing and expected additional trading services;
b) The securities company is not the a state of
operational control, special control or mandatory suspension within the latest
3 months from the date on which the application for registration is submitted.
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a) At the time of establishment of the transaction
office, requirements in Points a, b and c Clause 1 of this Article are
satisfied;
b) There is premise and equipment serving the
securities trading services;
c) There are at least 2 securities practitioners
working in the scheduled transaction office;
d) The transaction office must be located within
the administrative division of the province or central-affiliated city
(hereinafter referred to as province) where the securities company has its head
quarter or branch located.
4. SSC shall carry
out inspection of facilities and premise of the branch of the securities
company scheduled to provide securities brokerage, proprietary trading
or of the transaction office before receiving the approval.
Article 10. Requirements, application
and procedures for establishment and operation of branches of foreign
securities company in Vietnam
1. A foreign securities company is entitled to
establish a branch in Vietnam if the following requirements are satisfied:
a) It is operating legally, not in the state of
consolidation, division and dissolution, or bankruptcy; is licensed to provide
securities trading services that are expected to register for the branch in
Vietnam; the securities authority of the home country has signed bilateral or
multilateral arrangements with SSC of Vietnam to exchange, cooperate and
inspect securities operations and securities market;
b) The branch is provided with a minimum sum of
capital equivalent to legal capital as prescribed in Clauses 1 and 2 Article 71
of Decree No. 58/2012/ND-CP on securities trading services registered for
branches in Vietnam;
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d) It has a process of risk management and a process
of performance of securities trading services in accordance with Vietnamese
law;
dd) It is not a shareholder, a capital contributor
or in conjunction with a relevant person, directly owns or through investment
trust or authorization, owns more than 5% of charter capital of a securities
company in Vietnam;
e) The foreign securities company has its competent
body approved the establishment of the branch in Vietnam;
g) The branch expected to be established in Vietnam
complies with Clauses 1 and 3 Article 5 of this Decree.
2. A branch of foreign securities company in
Vietnam is entitled to provide securities trading services similarly to the
securities company, except for direct management of deposits for securities
trading of customers and opening of securities trading accounts for domestic
investors.
3. An application for issuance of establishment and
operation license for a branch of foreign securities company in Vietnam
includes:
a) An original of application form for issuance of
establishment and operation license for the branch of foreign securities
company in Vietnam bearing the signature of the competent representative of the
foreign securities company;
b) A copy of charter of the foreign securities company
and a decision on capital provision for the branch in Vietnam made by the
foreign securities company;
c) A copy of establishment and operation license of
the foreign securities companies and equivalent documents issued by competent
authorities of the home country;
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dd) The latest annual financial statement of the
foreign securities company (or the latest consolidated annual financial
statement in case where the foreign organization is the parent company) is
prepared and audited as prescribed in foreign law in conformity with
international accounting and auditing standards;
e) Copies of meeting minutes (if any) and a
decision on establishment of branch in Vietnam issued by the General Meeting of
Shareholders, the Board of Directors, or owner(s) or competent
representative(s) as specified in the charter of the foreign securities
company;
g) An original of list of Directors appointed in
branches and expected professional personnel bearing the signature of the
competent body of the foreign securities company; curriculum vitae and
juridical record issued within 6 months up to the submission date and other
documents proving that the Director of branch or personnel member satisfy
requirements pertaining to personnel upon the establishment of branch;
g) An original of description of facilities and
equipment for the branch premise enclosed with a copy of lease of branch
premise in accompany with documents certifying ownership rights, right to use
or power to lease of the lessor;
i) It has a process of risk management and a
process of performance of securities trading services.
4. The application prescribed in Clause 3 of this
Article shall be made in one dossier in Vietnamese enclosed with an electronic
file. Such application shall be sent to SSC premise, directly or by post. In
case where documents in the application are made in foreign languages, they
must be consularly legalized and translated into Vietnamese; each translation
must be notarized and bear authenticated signature of the translator as
prescribed by law.
Within 20 days, from the date on which the
application is received as prescribed in Clause 3 of this Article, SSC shall
request the foreign securities company in writing to make necessary amendments
in case of insufficient or unsatisfactory application or notify the foreign
securities company of complete satisfaction of requirements pertaining to
facilities and personnel in case of satisfactory application, and block capital
provided for the branch. The foreign securities company may use the capital
provided for the branch to invest in facilities. The remaining contributed
capital must be blocked on account of commercial bank designated by SSC and
shall be released and transferred to the account of the branch upon the
effective date of the license of establishment and operation issued to the
branch.
Within 6 months, from the date on which SSC
notifies the foreign securities company of amendments to the application for
issuance of establishment and operation license of branch, such company must
make necessary amendments as prescribed. After the aforesaid time limit, if the
foreign securities company fails to make necessary amendments or provide
explanation as required, SCC may reject issuance of establishment and operation
license of branch.
5. SSC shall carry
out inspection of facilities and premise of the branch of the securities
company scheduled to provide securities brokerage, proprietary before granting
the approval.
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7. Within 30 days, from the effective date of the
establishment and operation license, the foreign securities company must apply
for issuance of stamp to a police authority, and also announce the
establishment and operation license of branch in a written newspaper or online
newspaper permitted to publish in Vietnam in 3 consecutive issues.
8. Within 15 days from the commencement date, the
branch of foreign securities company in Vietnam must send a notification of the
commencement date and documents certifying that the foreign securities company
has completed procedures prescribed in Clause 7 of this Article.
9. A branch of foreign securities company in
Vietnam is entitled to provide additional securities trading services if the
following requirements are satisfied:
a) It complies with Points a, c and d Clause 1 of
this Article;
b) The branch is not the a state of operational
control, special control or mandatory suspension within the latest 3 months
from the submission date of application;
c) It complies with regulations in Clauses 1, 2 and
3 Article 5 of this Decree applicable to existing securities services and
expected additional services.
10. The branch of foreign securities company in
Vietnam must request SSC to amend to the establishment and operation license of
the branch in case where trading services of the branch are added or withdrawn;
there is any changes to Director, name and location of branch, location of
headquarter of the foreign securities company, location of business
registration of foreign securities company, legal status or other changes to
division, acquisition, consolidation of the foreign securities company.
11. From the date on which the establishment and
operation license is issued, the branch of foreign securities company in
Vietnam is obligated to send reports, disclose
information and comply with regulations on organization, operation and
financial security similarly to a securities company.
12. The branch of foreign securities company in
Vietnam is dissolved upon an approval granted by SSC. Application and
procedures for dissolution are similar to those applicable to securities
company being single-member limited liability company.
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REQUIREMENTS FOR
INVESTMENT AND TRADING IN FUND MANAGEMENT COMPANIES, INVESTMENT COMPANIES
Article 11. Requirements for
issuance of establishment and operation license of fund management companies
1. Requirements pertaining to head offices,
facilities and equipment:
Meeting the requirements prescribed in Clause 1
Article 5 of this Decree.
2. Requirements pertaining to capital:
The minimum capital contributed at the
establishment time of the company must equal to legal capital as prescribed in Clause
3 Article 71 of Decree No. 58/2012/ND-CP.
3. Requirements pertaining to personnel:
There is a scheduled list of personnel, in which
there are at least 5 staff members obtaining practice certificates of fund
management. There are General Director (Director),
Deputy General Director (Deputy Director) in charge of specialized services (if
any) who satisfy the following requirements:
a) Satisfying requirements prescribed in Points a,
d, dd Clause 3, Article 5 of this Decree;
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c) Obtaining practice certificates of fund
management and any of the following international degrees or certificates:
- Practice certificates of fund management issued
by any of the countries being members of Organization for Economic Cooperation
and Development (OECD); or
- International certificates of Chartered Financial
Analyst level II, or Certified International Investment Analyst - Final level);
d) Unless securities practitioners are assigned to
administer the organization receiving investment capital from the fund or
trustor, they may not work concurrently full-time jobs in other business
entities.
4. Requirements pertaining to shareholders and
capital contributors:
Proportion of shareholders and capital contributors
shall be in accordance with regulations of Clauses 5, 6, 8 and 10 Article 71 of
Decree No. 58/2012/ND-CP, regulations on foreign investors in Clause 21 and
Clause 24 Article 1 of Decree No. 60/2015/ND-CP and Point a Clause 4 Article 5
of this Decree. Where the fund management company is structured in the form of
single member limited liability company, the owner must be a commercial bank,
an insurer, or a foreign organization satisfying requirements prescribed in
Article 4 of this Decree.
Article 12. Requirements for
amendments to establishment and operation licenses of fund management companies
1. A fund management company is entitled to provide
additional securities investment consultancy if the following requirements are
satisfied:
a) It is not the a state of operational control,
special control or mandatory suspension within the latest 3 months from the
submission date of application;
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c) There is at least 1 staff member in department
of investment consultancy provided for customers. The staff member in
department of investment consultancy must satisfy requirements in Points a and
d Clause 3 Article 11 of this Decree, obtain a practice certificate of
securities trading or satisfy requirements in Point c Clause 3 Article 11 of
this Decree and must no work part-time job in departments of fund management,
investment and other departments facilitating asset transactions for the fund
and trustors.
2. A fund management company is entitled to have
business type converted into another type if the following requirements are
satisfied:
a) The post-restructuring company satisfies
requirements prescribed in Clauses 1, 2 and 3 Article 11 and Clause 1 Article 7
of this Decree;
b) Where the post-restructuring company is
structured in the form of single member limited liability company, the owner
must be a commercial bank, an insurer, or a foreign organization satisfying
requirements prescribed in Article 4 of this Decree.
3. A fund management company is entitled to engage
in consolidation or acquisition together with another fund management company
if the following requirements are satisfied:
a) The post-restructuring company satisfies
requirements prescribed in Clauses 1, 2 and 3 Article 11 and Clause 1 Article 7
of this Decree;
b) The post-restructuring company satisfy
requirements prescribed in law on competition and other laws on consolidation
and acquisition.
Article 13. Requirements for
establishment of branches of fund management companies
1. Apart from trust fund management, a branch of a
fund management company is entitled to provide securities investment
consultancy service and other services according to decentralization and
authorization of the fund management company if the fund management company
satisfies the following requirements:
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b) The Director of the branch must satisfy
requirements prescribed in Clause 3 Article 11 of this Decree and at least 1
staff member must satisfy requirements prescribed in Points a, d Clause 3
Article 11 of this Decree, both entities must obtain practice certificates of
securities trading or satisfy requirements prescribed in Point c Clause 3
Article 11 of this Decree;
c) It complies with Clause 1 Article 3 of this
Decree and its owner’s equity is not lower than legal capital.
2. Requirements pertaining to foreign securities
trader providing fund management service entitled to establish in Vietnam:
a) It is not in state of consolidation, division,
dissolution, or bankruptcy.
c) It complies with Clause 2 Article 74 of Decree
No. 58/2012/ND-CP;
c) The minimum capital provided for the branch is
equivalent to the legal capital prescribed in Clause 3 Article 71 of Decree No.
58/2012/ND-CP;
d) It complies with Clauses 1 and 3 Article 11 of
this Decree.
Article 14. Requirements for
issuance of and amendments to establishment and operation license of investment
companies
1. Requirements for issuance of establishment and
operation license of a public investment company, an real estate investment
company shall comply with Article 79 of Decree No. 58/2012/ND-CP. Requirements
for issuance of establishment and operation license of a private investment
company shall comply with Article 87 of Decree No. 58/2012/ND-CP.
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3. Requirements for consolidation or acquisition of
investment companies:
a) Actual consolidation or acquisition, plan for
consolidation or acquisition; and contract of consolidation or acquisition must
be approved by the General Meeting of Shareholders of the related companies;
c) In case of the stock swap combined with the
payment in cash, the shareholders of acquired companies shall receive an
additional sum not exceeding 10% of net asset value calculated on one (01)
stock at the date of consolidation or acquisition;
c) In case of consolidation or acquisition of
private investment companies, the consolidated companies and acquiring
companies must comply with Article 87 of Decree No. 58/2012/ND-CP.
4. Requirements for extension of operating period
of an investment company:
a) The extension must be approved by the General
Meeting of Shareholders of the concerned company;
b) The net asset value of the concerned company at
the latest evaluation period before submission of the application for extension
is not lower than VND 5 billion.
Chapter IV
REGISTRATION OF
SECURITIES DEPOSITORY, PAYING BANKS, SUPERVISORY BANKS
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1. A securities company or a commercial bank in
Vietnam is entitled to register as a depository member of VSD if the following
requirements are satisfied:
a) It obtains a document certifying the
registration of securities depository issued by SSC;
b) There is at least 1 member of the Board of
Directors who is in charge of the registration, depository and clearing
service;
c) There are staff members working in the
department of depository service who have finished the professional courses
provided by VSD;
d) There is a process of registration, depository,
clearing and settlement of securities in accordance with current law provisions
and operation regulations of VSD;
dd) There is a system of information technology
satisfactory with the requirements for registration, depository, clearing and
settlement of securities in accordance with current law provisions and
operation regulations of VSD.
2. A depository member is entitled to register the
securities depository service for its branch(es) if the following requirements
are satisfied:
a) It complies with Points b, c, d and dd Clause 1
of this Article;
b) It obtains an approval for securities depository
service provided by the branch issued by SSC.
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1. SSC shall select
bank(s) which act(s) as paying banks for primary securities trading and
bank(s) which act(s) paying banks for derivative securities trading on SE. The
selection of paying banks shall be conducted by SSC every 5 years as prescribed
by law.
2. A commercial bank is entitled to register as a
paying bank if the following requirements are satisfied:
a) It has paid-in charter capital of more than VND
10,000 billion;
b) Its financial performance is profitable within
the latest 2 years;
c) It conforms to minimum capital adequacy ratio as
prescribed by law on banking;
d) It has a technical system which is connected to
VSD to ensure the process payment of securities trading;
dd) It has committed to SSC to grant loans for
processing payment of securities trading in case where the depository member is
insolvent;
Article 17. Requirements for
registration as supervisory banks
A commercial bank is entitled to register as a
supervisory bank if the following requirements are satisfied:
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2. It has at least 2 professional staff members who
obtain the following certificates:
a) A certificate of law on securities and
securities market;
b) Certificate of basic securities and securities
market or practice certificates of securities trading or international
certificates of at least Chartered Financial Analyst level I, at least
Certified International Investment Analyst level I or practice certificates of
securities trading issued at members of Organization for Economic Cooperation
and Development (OECD);
c) Certificates of accounting or auditing or
certificates of chief accountant or international certificates in the field of
accounting or auditing such as Association of Chartered Certified Accountants
(ACCA), Certified Public Accountants (CPA), Chartered Accountants (CA),
Associate Chartered Accountants (ACA).
3. The supervisory bank, members of the Board of
Directors, members of Board of Management and staff members of the supervisory
bank that be in charge of asset fund and supervision of fund management by the
fund management company may not be related entities or entities which engage in
administration of the fund management company or proprietorial relation,
capital contribution, share holding, loans or borrowing with the fund
management company for which the supervisory bank provides supervision service
and vice versa.
4. The supervisory bank, members of the Board of
Directors, members of Board of Management and professional staff members may
not be partners in trading of fund asset, except for the foreign exchange in
accordance with relevant law provisions or securities trading performed on the trading
system of SE.
5. With regard to supervision of real estate
investment companies, the supervisory bank must have at least 2 professional
staff members who obtain any of the following certificates: Real estate
evaluation certificates in accordance with law on real estate trading or price
verifier cards.
Chapter V
ESTABLISHMENT OF
OUTWARD-LOCATED OR OUTWARD-INVESTED BRANCHES, REPRESENTATIVE OFFICES
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1. It has a plan for establishment of an
outward-located or outward-invested branch or representative office which is
approved by the General Meeting of Shareholders, the Board of members or
owner(s) in writing.
2. It complies with regulations on prudential ratio
after deduction of capital provided for the outward-located or outward-invested
branch or representative office.
3. The operation scope of the outward-located
branch or representative office is within the business scope specified in the
establishment and operation license of the securities trader in Vietnam.
4. It complies with Article 73 of Decree
58/2012/ND-CP.
Article 19. Requirements for
outward portfolio investment of securities traders
1. A securities trader which performs outward
investment in the form of purchase, sale of securities or valuable papers or
securities investment fund, overseas intermediary financial institutions must
comply with regulations of law on outward portfolio investment and relevant
provisions.
2. When performing outward
investment in a form other than those prescribed in Clause 1 of this Article,
the securities trader must satisfy requirements prescribed in Article 18
of this Decree and relevant law provisions.
Chapter VI
SECURITIES PRACTICE
CERTIFICATES
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1. Securities practice certificates include:
a) Practice certificates of securities brokerage
enable holders to provide securities brokerage and securities investment
consultancy services;
b) Practice certificates of financial analysis
enable holders to provide securities brokerage, securities investment
consultancy, proprietary trading, and securities underwriting services;
c) Practice certificates of fund management enable
holders to provide securities brokerage, securities investment consultancy,
proprietary trading, securities underwriting, securities portfolio management,
and securities investment fund management services.
2. Rules of securities practice:
a) A securities practice certificate is only valid
when the holder works for a securities company, a fund management company, or
an investment company and such company has notified SSC. A securities practice
certificate will remain valid indefinitely, unless it is revoked as prescribed
in ả 80 of the Law on Securities;
b) A person who obtains any of the 3 types of
securities practice certificates prescribed in Clause 1 of this Article and
obtains a certificate of derivatives and derivatives market is entitled to
provide services equivalent to his/her certificates in terms of derivatives at securities traders;
c) A holder of a securities practice certificate is
only entitled to work in a securities trading service department at a time.
Article 21. Requirements for
issuance of securities practice certificates
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a) He/she complies with Point a Clause 1, Article
79 of the Law on securities;
b) He/she obtains at least a bachelor's degree;
c) He/she obtains certificates of securities,
including: Basic securities and securities market, law on securities and
securities market, securities analysis and investment, securities brokerage and
securities investment consultancy;
d) He/she passes an test of securities practice
certificate in conformity with the type of securities practice certificate
applied for issuance.
2. A practice certificate of financial analysis is
issued to an individual if the following requirements are satisfied:
a) He/she complies with regulations in Clause 1 of
this Article;
b) He/she obtains the following certificate
Certificates of financial consultancy and securities underwriting, certificates
of corporate financial statement analysis.
3. A practice certificate of fund management is
issued to an individual if the following requirements are satisfied:
a) He/she complies with regulations in Clause 2 of
this Article;
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c) He/she has at least 3 years' experience in the
field of finance, banking or obtains any of the following international
certificates: CFA, CIIA, ACCA, and CPA.
4. The cases of exemption from securities
certificates shall be prescribed in Clauses 1, 2 and 3 of this Article;
a) A person obtained at least a CIIA or CFA level
II is exempt from obtaining a certificate of basic securities and securities
market, certificate of securities analysis and investment, or certificate of
corporate financial statement analysis;
b) A person obtained an ACCA, a CPA or an audit
practitioner certificate, an accounting practice certificate issued by the
Ministry of Finance or a CFA level I, CIIA level I is exempt from obtaining a
certificate of basic securities and securities market, or certificate of
corporate financial statement analysis;
c) A person obtained a securities practice
certificate issued in a foreign country or a document certifying that he/she is
permitted to practice securities legally in a foreign country is exempt from
all certificates of securities.
Chapter VII
IMPLEMENTATION
Article 22. Effect and
transitional regulations
1. This Decree comes into force from July 1, 2016.
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3. Any branches of foreign banks in Vietnam
obtained a certification of securities depository services, registered as
depository members of VSD before effective date of the Law on Securities dated
June 29, 2006 is entitled to be a securities depository member.
4. In case where a securities
trader has its business type converted into a single-member limited liability
company before the effective date of this Decree is exempt from regulations on
proportion of shareholders, capital contributors prescribed in Clause 4
Article 5 and Clause 4 Article 11 of this Decree.
Article 23. Implementation
1. The Finance Ministry is responsible for guiding
the implementation of this Decree.
2. The Ministers, Heads of ministerial-level
agencies, Heads of Governmental agencies, Chairman of People’s Committee of
central-run provinces and cities are liable to execute this Decree. /.
ON BEHALF OF
THE GOVERNMENT
PRIME MINISTER
Nguyen Xuan Phuc