1. Activities of representative offices of foreign securities companies in Vietnam:

1.1. How is a representative office of a foreign securities company in Vietnam understood?

Representative offices of foreign securities companies in Vietnam are dependent units of foreign securities companies and fund management companies. A representative office of a foreign securities company in Vietnam will not have the status of an independent legal entity; its establishment must comply with the provisions of Vietnamese law. The head of the representative office is the head of the representative office of the securities company or foreign fund management company in Vietnam.

1.2. Scope of rights and obligations of representative offices of foreign securities companies in Vietnam:

1.2.1. Regarding scope of activities:

+ The operations office established in Vietnam will perform liaison and market research functions to set development directions;

+ Responsible for promoting the construction of cooperative projects in the field of securities and securities market in the Vietnam region;

+ In contracts signed between foreign securities companies and fund management companies and Vietnamese economic organizations, it is responsible for promoting and supervising the implementation of those contracts;

+ Projects funded at foreign securities companies and fund management companies must also promote supervision of these projects in Vietnam;

Worth noting: Representative offices of foreign securities companies in Vietnam will not have the authority to conduct securities business activities.

1.2.2. Rights and obligations of representative offices of foreign securities companies in Vietnam:

– To serve the operation process in the Vietnamese market, the representative office of a securities company is allowed to open an account in foreign currency or in Vietnamese Dong with foreign currency origin at a commercial bank licensed to do business. foreign exchange in Vietnamese territory.

This foreign currency account will be limited and can only be used for representative office operations. Representative offices must comply with the opening, use and closing of accounts according to relevant legal regulations;

– During its operation, this representative office is allowed to recruit workers in Vietnam and qualified foreign workers to work according to the provisions of Vietnamese law.

 The process of employing foreign workers to work at representative offices in Vietnam must ensure certain specific conditions and procedures.

+ Within 30 days from the date of recruitment of foreign workers, notification must be made to the State Securities Commission about the employment of this worker, along with that must be accompanied by documents confirming receive approval from the competent state management agency as recognized by the Labor Code;

 – Representative offices are allowed to use their own seal during their operations and can only use this seal in transaction documents within the representative office's powers and functions;

– In fact, representative offices can only carry out activities according to the content and within the operating period specified in the representative office operation registration certificate; Representative offices do not have the authority to carry out securities business activities in Vietnam. In addition, asset management and investment capital management for investors are not allowed. This case applies to both the parent company's investment capital in Vietnam and other securities business activities in Vietnam.

1.3. Competent authority to issue operation registration certificate:

Pursuant to Clause 4, Article 78 of the Securities Law 2019, it is stipulated as follows: The State Securities Commission will be the competent agency to issue operation registration certificates; At the same time, perform management and supervision of operations of representative offices of securities companies and foreign fund management companies in Vietnam.

2. Name of representative office of foreign securities company in Vietnam:

In order for a representative office of a foreign securities company to operate in Vietnam, the issue of name is also one of the important factors regulated by the state. In Clause 1, Article 5, Circular 97/2020/TT -BTC as follows:

– Regulations on letters in representative offices, branches of securities companies, foreign fund management companies in Vietnam: the letters in the name must be in the Vietnamese alphabet, the letters F, J ,Z ,W, digits and symbols;

 – The naming of representative offices, branches of securities companies, and foreign fund management companies in Vietnam must comply with the principles set out as follows:

+ The name must comply with the provisions of Vietnamese law including the Enterprise Law, Commercial Law and other relevant legal regulations;

+ Regarding the order of arrangement of representative office names: representative office - name of securities company, foreign fund management company - in province or centrally run city;

– When naming a branch, it must ensure the order "branch - name of securities company, foreign fund management company - in Vietnam";

 – Requires the names of representative offices, branches of securities companies, and foreign fund management companies in Vietnam to be attached to the headquarters of representative offices and branches.

3. Time for representative offices of foreign securities companies in Vietnam to notify operation authentication:

Pursuant to Article 11 of Circular 97/2020/TT-BTC regulating the official date of operation of representative offices and foreign securities companies in Vietnam as follows:

– Within 15 days from the date of official operation, representative offices of securities companies and foreign fund management companies in Vietnam must send to the State Securities Commission a notice of their operations;

– The notification must be made in writing using the form specified in the annual appendix issued with this Circular; Accompanied by authenticated documents completing all operational information disclosure in accordance with the provisions of securities law.

Thus, established representative offices of foreign securities companies in Vietnam must comply with the notification deadline to the competent authority within 15 days.

4. Does a representative office of a foreign securities company in Vietnam have an obligation to report and keep records?

Reporting and record keeping is one of the mandatory obligations of representative offices of foreign securities companies located in Vietnam. According to Article 12, Circular 97/2020/TT-BTC clearly stipulates this issue specifically as follows:

– Reporting quarterly and annual activities is an obligation of representative offices of securities companies and foreign fund management companies in Vietnam during the licensed operation period.

The State Securities Commission is the agency that receives the report and reviews it. The content of the report is made according to the form specified in Appendix 1 issued with this Circular;

– Regulations on deadlines for submitting periodic reports:

+ First, for Quarterly reports: the process of fulfilling reporting obligations must be completed within 20 days from the end of the Quarter;

+ Second, for annual reports: The deadline is extended for quarterly reports and must be done within 90 days from the end of that year;

– Reporting by representative offices of foreign securities companies in Vietnam is carried out according to the prescribed deadline.

However, the time for closing data for periodic reports must also comply with the following:

+ For quarterly reports, the time to close data with this report format is from the first day of the reporting quarter to the last day of that reporting quarter;

+ For annual reports, data will be finalized from January 1 of the reporting year to December 31 of the reporting year;

– In exceptional cases, when a representative office of a foreign securities company or fund management company in Vietnam is newly established and has been in operation for less than one reporting period, reporting will still take place normally. but the time will be counted from the date of issuance of the operating registration certificate to the last day of that reporting period;

– Worth noting: periodic reports must be sent to the Securities Commission. This reporting process must be expressed in the form of electronic documents or paper documents to be archived.

– Representative offices of securities companies and foreign fund management companies in Vietnam are responsible for fully, accurately and promptly storing all documents and records updating data information at their headquarters. related to representative office operations. Because in certain cases, the State Securities Commission has the authority to require representative offices of foreign securities companies and fund management companies in Vietnam to provide information and explanations about the issues related to its own operations, along with having to explain the parent company's operations on the Vietnamese stock market.

Legal documents used:

– Securities Law 2019;

– Circular No. 97/2020/TT-BTC of the Ministry of Finance: Guidance on operations of representative offices, branches of securities companies, and foreign fund management companies in Vietnam.