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

Providing guidance for cases not subject to VAT declaration and payment

Pursuant to Decree no. 121/2011/ND-CP amending and supplementing a number of articles of Decree no. 123/2008/ND-CP detailing and guiding the implementation of a number of articles of the Law on Value-Added Tax,as from 1^st March 2012, the following cases shall not be subject to VAT declaration and payment:

- Goods and services are provided overseas by taxpayers in Vietnam, except for international transport activities in which international transport passages includes departures and arrivals in a foreign country.

- The revenues from compensation, bonuses, subsidies, transfer of Certificates of Emission Rights and other financial revenues.

- Organizations and individuals producing and trading in Vietnam purchase from foreign organizations having no permanent establishments in Vietnam, foreign individuals who are non-residents in Vietnam such services as repairing means of transport, machines, equipment (including materials and spare-parts); advertising and marketing; investment and trade promotion; brokerage for the sale of goods and provision of services; training; dividing the charges of international post and telecommunications services between Vietnam and foreign countries where such services are performed outside Vietnam.

- Organizations and individuals that are neither businesses nor value-added taxpayers shall not declare or calculate VAT upon the sale of assets.

In addition, this Decree also amends and supplements several regulations regarding taxable price, direct VAT calculation method, deduction of input VATand refund of VAT.