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:: 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 :: Please kindly advice in which cases public companies must make an extraordinary disclosure of information? (01/10/2009)
- » Question :: Our company is a listed company on Hanoi Stock Exchange. During our operation, we have technological and business secrets needed to secure absolutely. However, a number of staff who no longer works for our company has known such confidential information. Thus, what should we do to force such staff to keep confidentiality? (18/09/2009)
- » Question :: We are a group of small investors holding the shares in a number of public companies. As known, on June 24, 2009, State Securities Commission (SSC) issued Official Letter No. 1234/UBCK-QLPH on checking the charter of public companies. This Official Letter enforces public companies to check their Charter and plan to adjust any regulations contrary to the current law during the annual General Meeting of Shareholders (GMS) of year 2009. After this term, any public company whose charter still contraries to the law shall be punished according to the law. Please kindly advise how the laws deal with this case? (11/09/2009)
- » Question :: In the Charter of Joint stock company C (“Company C”) that we are a shareholder, there is one regulation as below: “Shareholder A (being an organization) holding four per cent (4%) total amount of shares of the Company C shall have the rights: approving the Charter of the Company; supplementing, amending the Charter of the Company when necessary; making a decision on annual development strategy and business plant; making a decision on increasing the Charter capital of the Company. Please advise whether such regulation is in compliance with law? (21/08/2009)
- » Question :: I am a member of Board of Management (BoM) of a Joint Stock Company that was equitised since 2007 and has less than 100 investors and less than VND10 billion of the charter capital. Since there, my company has transferred shares 03 times leading to 03 replacement of the Chairman of BoM. However, for each time of replacement I was not officially informed in writing. Do the laws have any obligatory regulations on asking members’ opinion when replacing the Chairman of BoM? What is the procedure if the Chairman or members of BoM transfer their shares when they are in office or the time limit of three years for restriction of share transfer is not due? ... (07/08/2009)