Luat Viet

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“I don't need lawyers who win at all costs, I really need them to win, but calculate the costs.”

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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

Removing environmental protection tax in calculation of special consumption tax

On 8^th December 2011, the Government promulgated Decree no. 113/2011/ND-CP amending and supplementing a number of articles of the Government’s Decree no. 26/2009/ND-CP dated 16^th March 2009 detailing the implementation of a number of articles of the Law on Special Consumption Tax.

Pursuant to Decree no. 113/2011/ND-CP, the special consumption tax calculation price for home-made goods will be defined as follows:

Special consumption tax calculation price	=	Prices not including value added tax	-	Environmental protection tax (if any)
		1 + special consumption tax rate

The removal of environmental protection tax in the calculation of special consumption tax helps eliminating double taxation issues.

Under Decree 113, “naphtha, condensate, reformade components and other components used as materials for producing products (except for petrol production) which are directly imported or directly purchased from manufacturers by business establishments” shall be no longer subject to special consumption tax as stipulated previously.

With respect to a large amount of naphtha used for polymer production (mainly ethylene), the cost price of plastic products on the market will be reduced if special consumption tax is not imposed on such products.

This Decree takes effect from 1^st February 2012.