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Posted in: Corporate
Technically, a transfer of shares by foreign shareholders in an “Upcom” joint stock company will need to be notified to the Business Registration Authority. However, unlike a private joint stock company, there are several issues relating to such notification procedures for an Upcom company.
Among potential deviations from an Approved EIA, changes in scale, capacity and technology could be an arguable issue in any investment project because of the following:
Under Vietnam securities regulations, the legal requirement on tender offer in acquisition of shares in a public joint stock company (the target company) will be triggered in one of the following circumstances:
a. Circumstance 1: An offer to purchase voting shares which results in the ownership of 25% or more of the outstanding voting shares of the target company;
b. Circumstance 2: Any organization or individual together with its related persons holding 25% or more of the voting shares in the target company purchasing further (mua tiếp) 10% or more of the outstanding voting shares of the target company;
c. Circumstance 3: Any organization or individual together with its related person holding 25% or more of the voting shares in the target company purchasing further 5% to less than 10% of the outstanding voting shares of the target company within 1 year from the completion of the previous tender offer; and
d. Circumstance 4: Any organization or individual having intention to conduct a tender offer.
In April 2015, the General Department of Tax (GDT) instructs a provincial tax department to consider imposing corporate income tax (CIT) on an offshore capital transfer transaction (Offshore Transfer) between a French seller and a Vietnamese buyer (2015 Instruction). The 2015 Instruction has raised a Vietnamese tax concern over offshore capital transfer activities. In February 2016, the GDT issues additional guidelines (2016 Instruction) for the Offshore Transfer to clarify some unclear issues under the 2015 Instruction. In particular,