VI Securities is currently an area that is attracting investment thanks to its high profitability. So can foreign organizations own more than 49% of the charter capital of a securities company? Through today’s article, let’s learn about this issue with Pham Consult!
Can foreign organizations own more than 49% of the charter capital of a securities company?
According to Article 77 of the Securities Law 2019, foreign organizations can own more than 49% of the charter capital of a securities company when meeting the following conditions:
(1) Be licensed and have continuously operated in the fields of banking, securities, and insurance for 2 years immediately preceding the year of contributing capital to establish, purchasing shares, or contributing capital.
(2) The licensing agency of the home country and the State Securities Commission have signed a bilateral or multilateral cooperation agreement on information exchange, management cooperation, inspection and supervision of securities activities. securities and stock market.
(3) Profitable business activities for 02 years immediately preceding the year of capital contribution for establishment, purchase of shares, capital contribution and the most recent year’s financial statements must be audited with full approval.
What does the application file for approval for a foreign organization to own more than 49% of the charter capital of a securities company include?
Pursuant to Clause 1, Article 144 of Decree 155/2020/ND-CP, in order to own more than 49% of the charter capital of a securities company, a foreign organization must approve that securities company to submit to the State Securities Commission. application for approval. The dossier includes the following documents:
(1) Application for approval of transaction to change ownership ratio to over 49% of charter capital of securities company according to Form No. 40 Appendix issued with this Decree.
(2) Principle contract on share transactions and capital contributions between parties participating in the transaction (if any); Enclosed with a document from a foreign organization authorizing the securities company to carry out procedures for requesting transaction approval.
(3) Establishment and operation license, Business registration certificate or equivalent legal documents;
(4) Decision of the General Meeting of Shareholders, Board of Members or owner of a foreign organization on purchasing to own more than 49% of the charter capital of a securities company in Vietnam.
(5) Minutes of meetings and resolutions of the General Meeting of Shareholders, Council of Members or Decision of the owner of the securities company on allowing foreign organizations to purchase and own more than 49% of the charter capital of the company. securities companies (except in cases where foreign organizations make public offers according to law); attached to the Company Charter (if any amendments or supplements).
(6) The most recent audited annual financial statements and the most recent quarterly financial statements of the foreign organization.
If the foreign organization is the parent company, the most recent audited consolidated financial statement must be added. Information on audited financial reports must ensure that the foreign organization meets the regulations in Clause 2, Article 77 of the Securities Law 2019.
What is the time limit for approving a request for a foreign organization to own more than 49% of the charter capital of a securities company?
Approval of the request for foreign organizations to own more than 49% of the charter capital of a securities company is carried out within the time limit specified in Clause 2, Article 144 of Decree 155/2020/ND-CP as follows:
Documents, order and procedures for approval for foreign organizations to own more than 49% of charter capital of securities companies and securities investment fund management companies
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2. Order and procedures for approval for foreign investors to own more than 49% of charter capital in securities companies and securities investment fund management companies
a) Within 15 days from the date of receipt of complete and valid documents as prescribed in Clause 1 of this Article, the State Securities Commission shall make a decision approving the foreign organization to conduct transactions to own over 49% of charter capital of securities companies and securities investment fund management companies; In case of refusal, a written response must be made clearly stating the reason;
b) Related parties must complete the approved transaction within 06 months from the effective date of the decision of the State Securities Commission as prescribed in Point a of this Clause;
c) Within 05 working days from the date of completion of the transfer transaction, the securities company and securities investment fund management company must report the transaction results to the State Securities Commission.
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Thus, the State Securities Commission will decide to approve foreign organizations to conduct transactions to own more than 49% of the charter capital of a securities company within 15 days from the date of receipt of the dossier. complete and valid according to regulations.
In case of refusal, the State Securities Commission must respond in writing and clearly state the reason.
Through the article on Pham Consult, we have learned with you whether foreign organizations can own more than 49% of the charter capital of a securities company? Hope the above information will help your work.
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