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

Expansion Of Distribution Rights For Foreign Invested Enterprises In Vietnam

On April 14^th 2008, the Ministry of Industry and Commerce issued Circular 05/2008/TT-BCT to amend and supplement Circular 09/2007/TT-BTM dated 17/7/2007 (“Circular 9”) issued by this Ministry, guiding the purchase and sale of goods and other activities directly related to the purchase and sale of goods of foreign invested enterprises in Vietnam.

Now under this newly issued Circular, foreign invested enterprises that conduct import rights will have the right to sell imported goods to more than one person/enterprise with distribution right, instead of being allowed to sell these goods to only one licensed distributor as prescribed in Circular 9.

Another new point is that foreign invested enterprises that conduct import rights but not yet licensed distribution rights shall not be entitled to set up a distribution establishment. In addition, regularly before day 15^th of the first month of the following quarter, such enterprises shall have to report the list of persons/enterprises that purchased their imported goods to the competent license-issuing authority under the forms provided in the Circular.

The Circular will take full effect after 15 days from the date published on the Official Gazette.