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question and answer
:: Question :: We are a bank accepted by the State Securities Commission (SSC) to issue share to public to increase the charter capital. Under the applicable regulations, the invested capital by the Investors to purchase shares of an enterprise must deposit in an escrow bank account at a commercial bank (CB). Please kindly advise whether we are permitted to open such bank account at our bank or not?
Answer:
Pursuant to Article 21.3 of the Law on Securities 2006, the purchase monies for securities must be paid into an escrow bank account and retained until completion of the offer tranche and until a report has been made to the SSC. However, there is no specific regulation to define at which bank the Investors can open their escrow bank account. Pursuant to Article 65 of the Law on Credit Institutions, the Credit Institution is permitted to open the deposit bank account at the State Bank of Vietnam (SBV) or at other credit institutions. Therefore, there is no legal basis for one credit institution to open its bank account at it self. In other words, there is no legal basis for a bank to open an escrow bank account at itself.
In practice, in case banks request to issue additional shares, they must open their escrow bank account in the SBV or another CB in order to receive the purchase monies. In your specific case, it is advisable that you should consult from the SBV to confirm whether your bank is permitted to open an escrow bank account at itself or not.
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)