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

Guidance on registration fee

On 26 April 2010, the Ministry of Finance issued Circular 68/2010/TT-BTC on registration fee. The Circular takes effect after 45 days from the date of approval and replaces Circular 95/2005/TT-BTC and Circular 79/2008/TT-BTC.

There are significant provisions in The Circular, as follows:

Apart from the cases which are not required to pay registration fees, such as land assigned to organizations and individuals to use for public purposes as prescribed land use exploration, mining, scientific research, etc., most of business organizations and individuals need to know about other cases not required to pay registration fees, such as the case of land for construction of houses for sale that have paid land use fee; land assigned to economic organizations for investment and construction of infrastructure for assignment or lease, regardless of land in or outside industrial zones, export processing zones; land leased from the State or hired from organizations and individuals having legal land use rights.

The Circular also specifies cases exempted from the registration fee includes housing, land of poverty housing, land of ethnic minorities in communes, wards and towns in difficult areas, etc.

All remaining objects will be required to pay a registration fee based on percentage of property value. A few specific cases such as the 10-seat cars will be required to pay from 10-15%, house and land is 0.5%, motor vehicles waterway, fishing equipment and transportation of aquatic products is 1% (particularly offshore fishing vessels with a capacity of 90 horsepower or more is 0.5%), hunting guns, sporting guns as 2%, motorcycles registered for the first cities in the central city provincial capitals and provincial towns where its office is 5% of passenger cars under 10 seats (including driver) do not include vehicles, cars designed passenger, cargo is just from 10% to 15% of vehicles remaining 2%.

In order to apply uniformly, the Circular also provide the method to define property valuation calculated registration fee in some specific cases.