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THE
MINISTRY OF FINANCE
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SOCIALIST
REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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No.
86/2003/TT-BTC
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Hanoi,
September 11, 2003
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CIRCULAR
PROVIDING
GUIDELINES ON SAMPLE OF SHARE CERTIFICATE AND REGISTER OF SHAREHOLDERS IN
SHAREHOLDING COMPANIES
To implement the Law on
Enterprises and Decree 64/2002/ND-CP dated 19 June 2002 on Conversion of State
Owned Enterprises into Shareholding Companies; the Ministry of Finance hereby
provides the following guidelines on sample of share certificate in
shareholding companies:
I. GENERAL PROVISIONS
1. Shareholding companies
operating in accordance with the Law on Enterprises, including shareholding
companies converted from State owned enterprises and new established
shareholding companies shall be subject to this Circular.
2. Share certificates of a
shareholding company are certificates issued by the shareholding company or
book entries certifying the ownership of one or more shares held by shareholders
contributing capital to the company.
3. The face value of a share
certificate is the nominal value of shares stated in the share certificate. The
value of each share stated in the share certificate shall be determined in
accordance with the laws on shareholding companies, the company's charter and
State regulations applicable to shareholding companies participating in the
securities market. The value of one share of shareholding companies which have
been converted from State owned enterprises and have not been listed in the
securities market shall be provided for to be the nation-wire uniform value of
one hundred thousand (100,000) dong.
4. A shareholding company shall
only be permitted to issue a quantity of share certificates with the total aggregate
face value equal to the total charter capital of the company and shall be
responsible for designing and printing (or hiring another entity to print) its
share certificates in accordance with the provisions of Section II bellows.
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1. Form of share certificates:
Share certificates of a shareholding company may or may not indicate names and
are printed in the form of a share certificate or a register of shareholders in
the sample provided for in the appendix to this Circular.
2. Types of share certificates:
(a) Subject to the class of
shares stated in the share certificates, the share certificates of a company
shall be classified into the following two types:
Free transferable share certificates are used for
ordinary shares except for ordinary shares held founding shareholders for three
years from the date of issuance of the certificate of business registration.
Conditional transferable share certificates are used for
ordinary shares held founding shareholders for three years from the date of
issuance of the certificate of business registration; the following classes of
preference shares: voting preference shares; redeemable preference shares;
dividend preference shares; shares which employees are entitled to purchase at
a preferential rate or with deferred payment in accordance with the provisions
of clauses 1 and 2 of Article 27 of Decree 64/2002/ND-CP of the Government
dated 19 June 2002 on Conversion of State Owned Companies into Shareholding
Companies; other preference shares stipulated in the charter of the company and
the laws.
(b) The colour of share
certificates shall be selected by the company in order to distinguish between
different types of share certificates and shall be specified in the charter of
the company.
3. Items to be stated in share
certificates:
A share certificate must contain
the following main items:
Name and office of the company;
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Number of shares and classes of shares;
Par value of each share and total par value of shares
included in the share certificate;
Name of shareholder in cases where the share certificate
indicates the name;
Summary of procedures for share assignment;
Sample signature of the legal representative and seal of
the company;
Registration number in the register of shareholders of
the company and date of issuance of the share certificate;
Preference share certificates shall also include form of
preference and conditions for transfer.
With respect to share certificates held by foreign
investors, the items stated in share certificates shall be written fully in two
languages: Vietnamese and English.
4. Guidelines on the method of
stating main items in share certificates:
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Head office of the company: specifying the address of
the place in which the head office of the company is located.
Name of shareholder:
+ With respect to State owned
share certificates of shareholding companies, specifying the name of body
representing the share of State owned capital in accordance with the laws.
+ With respect to share
certificates held by legal entities, specifying the name of enterprise or
organization contributing capital.
+ With respect to share
certificates held by individuals, specifying the name of person contributing
capital.
Form of preference: specifying the form of preference
provided for in articles 55, 56, 57 and 59 of the Law on Enterprises and
clauses 1 and 2 of article 27 of Decree 64/2002/ND-CP of the Government dated
19 June 2002 on Conversion of State Owned Enterprises into Shareholding
Companies. In the case of dividend preference shares, specifying the rate of
dividend to be paid as stipulated in article 56 of the Law on Enterprises.
Conditions for transfer: subject to the form of
preference, specifying conditions for transfer of shares. These items shall be
stated by the enterprise in share certificates at the same time, as specifying
in the register of shareholders as stipulated in article 60 of the Law on
Enterprises.
Date of issuance of share certificates: Date of issuance
stated in share certificates shall be the date on which the shareholding
company issues share certificates to shareholders which are signed and affixed
with a seal by the legal representative of the company.
5. Share certificates which have
been printed and distributed by the State Treasury to shareholding companies or
share certificates which have been printed by shareholding companies in
accordance with the Law on Enterprises before this Circular becomes effective
shall remain in force for circulation.
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This Circular shall be of full
force and effect fifteen (15) days from the date of publication in the Official
Gazette.
Legal instruments providing
guidelines on sample of share certificates to shareholding companies which are
inconsistent with this Circular are hereby repealed.
Any problems arising during the
implementation should be reported to the Ministry of Finance for consideration
and resolution.
FOR THE MINISTER
OF FINANCE
DEPUTY MINISTER
Le Thi Bang Tam