Luat Viet

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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

Border commercial activities management

On December 23, 2009, the Prime Minister issued Decision no. 139/2009/QD-TTg amending and supplementing a number of articles of Decision no. 254/2006/QD-TTg dated November 07, 2006 of the Prime Minister on management of border commercial activities with countries having joint-borders.

This Decision amends regulations on border commercial activities with countries having joint-borders (“border commercial activities”). According to that, border commercial activities includes: (i) sale and purchasing, exchange of goods of border citizens; (ii) trading at border market, border gate market, markets in the border gate economic zones; (iii) cross border importation and exportation of goods in accordance with the modes agreed in the bilateral trade agreement entered into between the Socialist Republics of Vietnam and joint border countries.

The Decision makes change on the tax policy applicable to goods which are made in joint border countries imported into Vietnam in the form of sale and purchase and exchange of border citizens. Such goods shall be exempted from import duty and others tax (if any) for the value of VND2,000,000/1 person/1 day/1 time instead of VND2,000,000/1 person/1 day as stipulated in the Decision No. 254/2006/QD-TTg.

This Decision takes effect from March 01, 2010.