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question and answer
:: Question :: I am a foreign individual shareholder who owns a large amount of shares in several enterprises in Vietnam. Because I am not available to attend the General Meeting of Shareholders (GMS), I would like to authorize such right to my authorized representative who is Vietnamese. Please kindly advise the regulations on this procedure?
Answer:
Pursuant to Article 101. 1 of the 2005 Law on Enterprises, shareholders being individuals may attend the GMS in person or authorize another person in writing to do so. The procedure for authorization is provided in Article 101.2, Section 13 of Decision 15/2007/QD-BTC by the Ministry of Finance on model charter applicable to companies listing on the stock exchange/securities trading centre; it is provided as follows:
- The authorization for a representative to attend the GMS must be made in writing on the form stipulated by the company and must bear signatures in accordance with the following provision: Authorization to represent a shareholder being an individual must bear the signatures of both that shareholder and the person authorized to attend the meeting.
- Any person authorized to attend a GMS must submit his written authorization prior to entering the meeting room.
In respect of notice of the meeting invitation and the form of authorization letter from a shareholder to a foreign authorized representative, as there is no specific regulation that requests these documents must be translated into a popular foreign languages or must be bilingual, Vietnamese and a popular foreign language, most of enterprises often prepares these documents in Vietnamese only. This causes difficulties for shareholders who are foreign investors in case they cannot understand English or they do not have a translator.
For satisfaction of immediate requirement, enterprises should prepare two documents above in a popular foreign language or must be bilingual, Vietnamese and a popular foreign language. This will help foreign investors understand their contents before signing on them.
For a long term prospective, in order to create good conditions for foreign investors, it is advisable that the laws and regulation provide that listed enterprises must prepare the notice of the meeting invitation and the authorization letter enclosed with a foreign version or must be bilingual, Vietnamese and a popular foreign language.
orther:
- » Question :: We are a securities company (SC) which is conducting the procedures for registration of electronic transaction services at the State Securities Commission of Vietnam (the SSC). Please kindly advise the regulations on circumstances where SSC discloses confidential information on our information technology system that was invested by us with a huge investment amount, such as the compensation for damages (16/12/2009)
- » Question :: My company has been dealt with breach by the State Securities Commission (SSC) due to its breach of the regulation on tender offer of securities. The SSC requested the Board of Management to convene the extraordinary meeting of the GMS to inform shareholders of such breach and, concurrently, to inform shareholders of returning the money paid by them for buying securities if they request. After that, base on the request of the SSC, the Board of Management approved this decision and inform the GMS. However, at the extraordinary GMS, a member of the Board of Management supposes that the GMS has to approve this decision, instead of just informing like that. Is the opinion of the member of the Board of Management right or wrong? (02/12/2009)
- » Question :: The joint stock company of that we are the shareholders had taken place on the extraordinary meeting of the General Meeting of Shareholders (the “GMS”) on October 06, 2009. However, before the meeting was held, the website of our Company had post the Regulation on organizing the GMS. Accordingly, the Regulation was approved at the meeting of the Board of Management on September 27, 2009, and it would come into effect from October 6, 2009, at the GMS. However, in the GMS dated October 6, 2009, the organization Board did not raise the Regulation to the GMS for us to approve it. Please kindly advice whether the action of the Organization Board of this meeting is illegal or not? What could the shareholders do in this case ? (29/11/2009)
- » Question :: My father is a founding shareholder holding 20% of ordinary shares of A Joint Stock Company, which was established in 2008. In early 2009, my father passed away without a will. Please kindly advise how my father’s shares of Company A will be dealt with? Is there any regulation in the Law on Enterprises that provides the heritance of such shares? (09/11/2009)
- » Question :: We are an oversea fund management. Instead of delivering our documents from Vietnam to abroad for sealing, we would like to bring our overseas corporate seal into Vietnam to sign some contracts and documents with Vietnamese enterprises. Please kindly advice us on the related procedure? (05/11/2009)