Circular 51/2021/TT-BTC guiding obligations in the foreign investment activities on securities market

CIRCULAR

Guiding the obligations of organizations and individuals in foreign investment activities on the Vietnamese securities market^[1]

Pursuant to the November 26, 2019 Law on Securities;

Pursuant to the Government’s Decree No. 155/2020/ND-CP of December 31, 2020, detailing a number of articles of the Law on Securities;

Pursuant to the Government’s Decree No. 87/2017/ND-CP of July 26, 2017, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;

At the proposal of the Chairperson of the State Securities Commission;

The Minister of Finance promulgates the Circular guiding the obligations of organizations and individuals in foreign investment activities on the Vietnamese securities market.

Article 1. Scope of regulation, subjects of application

1. This Circular guides the implementation of Clause 6, Article 138 of the Government’s Decree No. 155/2020/ND-CP of December 31, 2020, detailing a number of articles of the Law on Securities (below referred to as Decree No. 155/2020/ND-CP) concerning obligations of foreign investors, organizations providing services to foreign investors and other organizations and individuals engaged in investment activities of foreign investors on the Vietnamese securities market.

2. Subjects of application:

a/ Foreign investors, groups of affiliated foreign investors;

b/ Depository members, clearing members, securities companies, securities investment fund managers, Vietnam-based branches of foreign investment managers, overseas depositary receipt issuers, and economic oganizations of which more than 50% of charter capital is held by foreign investors;

c/ The Vietnam Securities Depository and Clearing Corporation, the Vietnam Stock Exchange and subsidiary companies;

d/ Other related agencies, organizations and individuals.

Article 2. Interpretation of terms

In this Circular, the terms below are contrued as follows:

1. Valid copy means a duplicate made from the master register or a copy authenticated by a competent agency or organization or a copy already collated against the original.

2. Authorized representative of a foreign organization means:

a/ Chairperson of the Board of Directors, chairperson of the Members’ Council, Chief Executive Officer, corporate secretary, owner of the foreign organization;

b/ An authorized person defined in the charter, capital contribution agreement or an equivalent document of the foreign organization to be competent to represent the organization to sign documents;

c/ A person authorized in writing by the person defined at Points a and b of this Clause and certified by a notary overseas, or a person certified by a lawyer or notary overseas to be competent to represent the foreign organization in accordance with foreign law.