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

New points on corporate income tax

On 27^th December 2011, the Government issued Decree no. 122/2011/ND-CPamending and supplementing a number of articles of Decree no.124/2008/ND-CP

.Accordingly, the list of incomes subject to corporate income tax (CIT) has been restructured.

In particular, a number of types of income are added as CIT taxable incomes, including:

· Income from the transfer of projects;

· Income from the transfer of rights to explore, mine and process minerals;

· Income from selling by-products or scraps which are not directly related to the business subject to tax incentives;

On the other hand, it is stipulated that the reversal of provisions for inventory devaluation, financial investment loss, bad debts, warranty for products and goods of the enterprises shall not be included in the list of taxable incomes.

In addition, Decree 122 also exempts tax for enterprises employing disabled persons, people after detoxification and people infected with HIV provided that such enterprises:

· Have an average number of employees in the year from 20 employees or more;

· Have 30% of average number of employees in the year or more being disabled persons, people after detoxification and people infected with HIV /AIDS;

Not being enterprises operating in the financial sector and real estate business.