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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 :: Before the opening of one General Meeting of Shareholders (GMS) of a listed Company (Company A), an institutional shareholder (Company B) convening this meeting on its own initial issuing a template of Power of Attorney printed with its seal hanging on a corner of this template. Company B requests that the authorization for a representative to attend this GMS must be performed in accordance with this template. Please advise whether this stipulation of Company B is lawful or not? (19/05/2009)
- » Question :: Upon having been approved at principle on establishment by the State Securities Commission of Vietnam, a security company (“SC”) sold its shares to parties other than founding shareholders. After that, the SC could not be established as the founding shareholders did not continue to contribute their capital. In this case, how can we deal with those sold shares? (04/05/2009)
- » Question :: An electric construction joint stock company is a State-Owned-Enterprise converting into Joint Stock Company since October 2003, a part of its employees was entitled to buy shares paid by installments within 10 years. Currently, it has become a publicly company and on the way of listing its shares in Stock Exchange Market. Thus, it is necessary to amend its organizational and operational Charter in accordance with Decision No. 15/2007/QD-BTC dated 19 March 2007 issued by the Minister of Finance. According to the Article 8.2 of the standard form of the Company’s Charter (“Standard Charter”):“Shares that have not been paid fully yet shall not be entitled to transfer and benefit dividends”. Hence, how could this Company deal with the shares paid by installments by its employees? (04/05/2009)
- » Question :: What happen if a securities company (the “SC”) or a fund management company (the “FMC”) fails to satisfy conditions on the charter capital in accordance with Decree No. 14/2007/ND-CP (“Decree 14”) providing detailed guidelines for implementing some articles of the Law on Securities? Which sanctions can be applied to such failure? (21/04/2009)
- » Question :: I have 8000 shares of Company A with the market price of approximately 100,000,000 VND (One hundred million Vietnamese Dong). Due to my negligence, I lost my shareholder’s book. Can I have the right to request for re-issurance of the shareholder’s book or not and what are the procedures to re-issue it? (21/04/2009)