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Question :: I am a member of the Supervisory Commission (the Commission) of a public company which is unlisted and termed from 2007 to 2010. Until now, my term is still valid. In 2009, I was [not] invited to attend any meeting of the company’s Commission. Recently, I also did not attend the Commission’s meeting to produce the Commission’s Report for submission to the General Shareholder’s Meeting (the Meeting) year 2010 on April 9. I was informed that this Commission’s Report was built by the Commissions’ Director (the another member of the Commission also did not attend). I would like to ask you whether the operation of the Commission like that is legal or not? Is the Report mentioned above legal? What should I do to comply with the rights, duties and obligations of a Commission’s member?
Question :: I am a president of the Management Board (“the Board”) of a public company. As per regulations, the term of the Board, Supervisory Commission (“the Commission”) is five (5) years. Therefore, the first term of the Board, Commission is due on November 2010. However, in order to facilitate the voting of the Board, the Commission in the second term, the Board would like to submit the General Shareholder’s Meeting (“the Meeting”) with the latest on April 19, 2010 for renewal of the first term of the Board, the Commission until April 2011. So, the question is that is the renewal true or not? If the shareholders are not taken opinions directly at the Meeting, can the Board collect opinions indirectly from shareholders in writing? If the Meeting does not pass the renewal, how can the voting of the Board, the Commission be taken in compliance with laws?
Question :: Our company registers shares at the Securities Depository Central (SDC), but cannot deposit, of which my 10.000 shares. So, can I transfer directly 2.000 shares to my brother and compliment 2.000 shares to my wife?

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LEGAL NEWS

Amending and supplementing administrative procedures in commercial activities

The Government promulgated Decree no. 120/2011/ND-CP on 16^th December 2011 amending and supplementing administrative procedures stipulated in a number of Decrees of the Government detailing the implementation of Commercial Law. This Decree takes effect from 1^st February 2012.

For the dossiers related to the Commodity Exchange and the dossiers of representative offices and branches of foreign traders in Vietnam, the Copy will be:

· a notarized copy (for cases where the dossiers are submitted by post, administrative documents);

· a copy attached with the original for comparison (for cases where the dossiers are submitted directly);

· a scanned copy of the original (if the dossiers are submitted via an electronic network).

With respect to the issuance, amendment, supplement, renewal and re-issuance of licenses of representative offices and branches of foreign traders in Vietnam, enterprises are required to submit only one set of dossiers.

According to this Decree, franchising registration shall be not required for any franchising transactions being domestic franchising or franchising from Vietnam to overseas. However, in the cases as mentioned above, traders are still required to follow report regime to the Department of Industry and Trade.

This Decree also abolishes the cases which are related to professional stamps in commercial assessment services, such as registration, dossiers for issuance of professional stamps, deletion of registration of professional stamps, etc.