CIRCULAR guide financial regime for securities companies, fund management companies _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ securities pursuant to the law No. 70/2006/QH11 on June 29, 2006;
Pursuant to the law No. 62/2010/QH12 on 24/11/2010 amending and supplementing a number of articles in securities law No. 70/2006/QH11 on June 29, 2006;
Pursuant to the law of business 60/2005/QH11 on November 29, 2005;
Pursuant to Decree No. 215/2013/NĐ-CP on December 23, 2013 of government functions, tasks, powers and organizational structure of the Ministry of finance;
Pursuant to Decree No. 58/2012/ND-CP dated 20/7/2012 detailing and guiding the implementation of some articles of the law on securities and the law on amendments and supplements to some articles of the law on securities;
According to the proposal of the Director General, finance banks and financial institutions, the Minister of Finance issued a circular guiding the financial regime for securities companies, fund management companies.
Chapter I GENERAL PROVISIONS article 1. Scope 1. This circular guide financial regime for securities companies, fund management companies, branches of foreign fund management companies are established and licensed to operate in Vietnam.
2. Branch in Vietnam by foreign fund management companies to make financial mode as specified in article 21 circular No. 91/2013/TT-BTC dated 8/6/2013 on registration of establishment, organization and operation of representative offices of business organizations, foreign securities branches of foreign fund management companies in Vietnam and the guidance in article 2 of this circular. Application object 1. The securities firm was founded and licensed to operate in Vietnam.
2. the Fund management company, the Fund management company branch abroad (hereinafter referred to as the Fund management company) was founded and licensed to operate in Vietnam.
3. Organizations and individuals related to the operation of securities companies, fund management companies.
Article 3. The regime responsible for the Chairman of the Board or the Chairman of the Board of directors or General Manager (Director) of the company stock, the Fund management company is responsible before the law and the State Management Agency regarding the observance of the financial regime, accounting, audit of securities company the Fund management company.
Chapter II MANAGEMENT and the USE of CAPITAL PROPERTY, article 4. Equity 1. Capital a) adjusting the increase and decrease of capital stock company follow legal provisions on the establishment, organization and operation of securities companies;
b) adjusting the increase and decrease of capital fund management company comply with legal provisions on the establishment, organization and functioning fund management company.
2. equity surplus is the difference between the value measured by the face value of shares with actual value obtained from the release (if any).
3. The additional reserves fund capital, reserve fund and financial risks.
4. The profit not distributed 5. Other owned capital of securities companies, fund management companies.
Article 5. Use of capital and assets 1. Securities companies, fund management companies are responsible for the management, use, track the whole property and capital we have, made according to accounting accounting mode; reflect the full, correct, using the situation in time, volatility of capital and assets in the business process, clearly defined responsibilities and form processing for each individual parts for each case of damage, loss of property, capital money.
2. Securities companies, fund management companies to use capital and assets for business operations as defined in the securities law and the provisions of this circular.
a) for securities firms:-Right capital management, assets of stock companies separate from the capital, the assets of the client; not constitute capital, the assets of the client in any form.
-Comply with the restrictions on debt financing, lending, investment and legal regulations on the establishment, organization and operation of securities companies.
b) with respect to the Fund management company Must ensure:-the independent management and separate the assets of each Fund, individual securities investment company, capital and assets of the trust customers and assets of the Fund management company.
-Business Capital for financial investment activities of the Fund management company must from equity sources, prohibiting the use of the Fund management company capital to finance investment.
-Comply with regulations on the responsibilities and obligations of the Fund management company, limited to the operation of the Fund management company according to the legal provisions on the establishment, organization and functioning fund management company.
3. The Authority decided the investment projects, the loan contract, the contract of purchase, sell, liquidate, rent, lease, sell, liquidate assets concessions made under the provisions of law on the establishment, organization and operation of securities companies, fund management companies and the Charter company's operations organization.
4. Hiring, rent, mortgage, pledge of property, sale concessions, liquidated the assets of securities companies, fund management companies made under the provisions of the civil code, the securities law, the Charter company's operations organization and the provisions of relevant laws.
Chapter III FINANCIAL SECURITY article 6. The principle of ensuring financial security 1. Securities companies, fund management companies have to maintain the rate of financial security, ensuring the possibility of liquidity and in compliance with the relevant provisions in the Securities Law, the law on amendments and supplements to some articles of the law on securities and other guidance documents.
2. Ensuring financial security is done through the form: a) professional or insurance quote investors protection Foundation/Reserve Fund risk and compensation as specified in article 11 of this circular;
b) established the reserve stock discounts according to the provisions of article 7 of this circular.
c) standby loss up the long-term financial investments as defined in article 8 of this circular;
d) created the reserve fund financing and business risks as defined in article 14 of this circular;
DD) established contingency debt provision as defined for the business.
Article 7. Reserve stock price drops 1. Conditions to extract backup set a) securities are securities companies, fund management companies recorded under the original price in accordance with the law on accounting.
b) The stock type be freely bought, sold on the market at the time of establishment of the financial reporting of actual market prices have fallen compared with the price on accounting bookkeeping.
c) restricted securities transferable in accordance with the law and stock funds are not quoting discount backup set.
2. Methods of extracting the backup set: redundant stock discount Level is calculated according to the following formula: the level of reserve stock discount = the number of securities was the rebate at the time of establishment of the financial reporting of stock price on accounting accounting-actual stock prices on the market 3. Determine actual stock prices on the market to extract backup set: a) for securities, securities trading, securities price registration to extract backup set is the actual stock prices at the stock exchange on trading their nearest available until the extract, specific :-for securities listed on the stock exchange, the price of the actual stock market is closing price in trading for days until the quote up.
-For registered securities transactions (registered shares traded at UPCOM), actual stock prices on the market is closing price in trading for days until the quote up.
b) unlisted securities and have not yet registered the transaction:-actual stock prices on the market as a basis to establish redundancy is the average price of the actual transaction price according to price of 3 trading securities companies at the time closest to the time of extract formed reserve but not more than a month until the quote up. Stock case no actual transactions incurred during the period, no deductions made on the establishment of the reserve.
-The Manager, the company's executives selected stock quotes and the Manager, administration of securities companies, fund management companies get a quote is not relevant under the provisions of the securities laws.
-Stock quote company is entitled to charge the securities companies, fund management companies to suggest a quote and be responsible for the accuracy, truthfulness of information provided. The level of costs due to the two sides negotiate.
c) for listed securities is cancelled or suspended, stopped trading transactions from the date the transaction Friday, the stock price is the actual value at the balance sheet date set.
4. extract the principles established redundancy: a) each type of investment securities are discount volatility compared to the value at the time of establishment of the financial reporting and general reserve was established on the pallet discount backup as a base stock accounting in financial costs of securities company the Fund management company;
b) time of extract formed reserve for securities companies, fund management companies is the end of the accounting period when quarterly financial reporting, year;
c) cases could not determine the actual value of the securities the securities companies, fund management companies not quoted established discount backup stock.
5. Handle reserves stock discounts: a) the disposal of redundant stock price reduction clause performs at the end of the quarter, year in the quarterly financial reporting date, year;
b) If the number of redundant stock discount must extract this setting using the balance reserves set aside before then not quote discount backup set;
c) If the number of reserve to extract this setting higher reserves balance have not yet used up before then quoting business formed part the difference in cost and accounting into the financial costs;
d) if the amount of redundancy to extract this setting is lower than the prior period reserve account balances not yet used up, they must complete the import portion of the difference is accounted for and the financial cost accounting.
Article 8. Loss prevention of long-term financial investments 1. Securities companies, fund management companies make up loss prevention quote the long-term financial investments as stipulated by the law for business.
2. The time of extract formed reserve losses the long-term financial investments last accounting period is when the financial reporting year.
Chapter IV-MANAGEMENT revenue, COSTS of article 9. Revenue and revenue income and the income of securities companies, fund management companies include: 1. The revenue of business activities a) for securities firms, including:-Collecting from securities brokerage activities and products of the stock broking (trust accounts);
-Revenue from proprietary trading activities in securities.
-Revenue from underwriting activities, stock release agent;
-Revenue from financial advisory activities;
-Currency from the consulting activities of investment securities;
-Revenue from outsourced activities, auctions;
-Collecting from securities operations;
-Other Revenues from business activities;
b) for fund management companies, including:-Currency from active management of securities investment funds and securities investment company;
-Currency from the consulting activities of investment securities;
-Revenue from the activity portfolio management;
-Fee rewards when the investment results of the Fund, the category exceeds the reference rate based on the contract with the customer;
-Charge release Fund or stock investment company securities;
-Costs from investing activities as directed for foreign investors;
-Fee conversion, acquisition Fund;
-Other Revenues from business activities.
2. financial activities revenues include revenues from activities: a capital contribution);
b deposit interest rates);
c) the difference in the exchange rate;
d) Currency from dividends, interest rate the bonds of self-employed activities and dividends, interest on bonds, the difference in stock purchases of financial investments; revenue from lending, deposit;
DD) reserves currency interest rate bonds, stocks;
e) other Income from financial activities and financial investments.
3. other income include the revenues from the lease, sale concessions, liquidation of fixed assets not used in active trading in securities; the fine revenues; collecting the insurance money was compensation for property loss compensation; other legal earnings.
Article 10. The principle of determining revenue securities companies, fund management companies made record revenues and other income in accordance with the accounting standards of income and other income, as follows: 1. The turnover is the total value of the economic benefits of stock companies the Fund management company, in the accounting period.
2. The revenues generated in the States must have a valid voucher, invoice and must be a full accounting.
3. With respect to the revenues of the difference in rates due to revaluation of foreign currencies and gold, made remarks in accordance with accounting standards and other applicable law.
Article 11. Costs costs activity of securities companies, fund management companies is the actual expenses incurred in the period related to business activities, including: 1. The cost of doing business: a) for securities firms, the costs of business activities include:-the cost of brokerage activities;
-Operating cost proprietary trading of securities;
-Operating costs of guarantees, stock release agent;
-The cost of consulting activities;
-Costs of depository activities;
-Operating costs of the auction, trustee;
-Professional liability insurance for businesses trading securities in the company or stock quote investor protection Fund set up to compensate investors for losses due to technical problems and negligence of staff during operation under the provisions of article 71 of law securities. The extract and use the Funds to protect investors who follow the rule of law;
-Other costs of operations b) for fund management companies, the costs of business activities include:-cost active management of securities investment fund management expenses, stock investment company;
-The cost of mobilizing funds, securities investment companies;
-Operational management of the securities portfolio, operating costs investment consulting securities;
-Professional liability insurance for people practising at the Fund management company or excerpt created the reserve fund risks and compensation for damages for investors, investment funds and securities investment company due to technical problems and negligence of people practice fund management during operation; compensation for investors and the Fund opened in case of open Funds was wrong according to the provisions of article 71 of law securities. The extract and use the Funds to protect investors who follow the rule of law;
-Other costs of doing business.
2. financial operations expenses include expenses relating to outward investment activities, such as loan interest paid for securities firms, the cost of raising capital, the cost of investment activities; the difference in exchange rates; reserve stock discount, discount backup financing, debt prevention provision; other financial expenses.
3. cost management: a) depreciation of fixed assets according to the current rules of the State, costs of maintenance and repair of fixed assets;
b) the cost of the tool, the tool; the cost of raw materials, fuel,;
c) genus of diem;
d) costs of services purchased from outside: electricity, water, telephone, repair of fixed assets rental; audit, legal services, property insurance, accident insurance, Office supplies, costs of transportation, fire, fire; the cost of using the equipment of the securities; the fee charged for the monitoring organization in accordance with the law; the cost of hiring professionals and costs of services purchased from outside;
Genus) advertising, marketing, promotions, reception, transaction costs, foreign exchange, costs for conferences, meetings, business training, other expenses as prescribed;
e) Genus and wage salary in nature according to the current mode by the Board/Board Member/President of the company stipulated by the rules of the company;
g) The deductions according to the regulations of the State such as: social insurance, health insurance, Union funds, unemployment insurance.
4. The genus filed taxes, fees and charges under the provisions of the law.
5. valid expenses such as: a) the cost of liquidation, sale concessions, rental property;
b) Genus cost close to the Association, the organization that securities companies, fund management companies involved;
c) other expenses.
Article 12. The principle of determining costs 1. The cost of securities companies, fund management companies are the expenses incurred in relation to business activities.
2. The costs are recorded must adhere to the principle of matching revenue and costs, have enough bills, legal documents under the provisions of the law.
3. the securities companies, fund management companies are not on the cost accounting: a) the expenses due to other funding sources are covered;
b) expenses not related to business operations, the expenses did not have valid documents;
c) The account has cost accounting but does not pay;
d) The account due to administrative violations, violations of financial regimes;
DD) expenses are not deducted in determining taxable income business income under the provisions of the law on enterprise income tax.
Chapter V PROFIT and EXTRACTED SET UP the FUND, article 13. Profit made the profits made by securities companies, fund management companies is the general business operating profit, operating profit and margin financing other activities.
Article 14. Distributed profits 1. Profit distribution conditions, principles through the distribution of gains made under the provisions of the circular instructions on establishing and operating securities companies, fund management companies and other provisions of the relevant laws. Securities companies, fund management companies share profits only to members, shareholders when it has met the conditions specified in the law.
2. The profits made by securities companies, fund management companies after offset losses the previous year under the provisions of the law on Enterprise Income Tax and business income tax are distributed as follows: a) of 5% on additional reserves fund capital; When the balance of 10% cannot extract anymore;
b) Extract 5% into the Reserve Fund and financial business risk; When the Fund balance equal to 10% of the Charter capital cannot extract any more.
3. The Division of the remaining profit due to shareholders/Board member/owners of securities companies, fund management companies.
Article 15. The purpose of use of Funds 1. Additional reserves fund capital: used to replenish capital of securities companies, fund management companies according to the decision of the meeting of shareholders/Board member/owner of the company. Extract levels established by the annual meeting of shareholders/Board member/owners of securities companies, fund management companies to decide according to the Charter of the company.
2. Reserve Fund financing and business risk: used to offset the remainder of the loss, damage to property occurring in the course of business after being offset by compensation of the Organization, the individual causing the loss, of the insurance organization, used the Funds to protect investors against securities company , use the reserve fund risks and compensate for losses the Fund management company and used to extract backup up in costs. The Management Board/Board Member securities companies, fund management company responsible for the management and use of funds.
3. Prohibiting the securities companies, fund management companies use additional reserves fund capital, reserve fund financing and business risk to pay dividends.
Chapter VI MODE of ACCOUNTING, auditing, FINANCIAL REPORTING and FINANCIAL EXAMINATION article 16. Accounting, auditing mode
1. The financial year of the securities companies, fund management companies started from October 1 and ending on December 31 of the calendar year. The first financial year of the company securities, fund management companies on the establishment and end on December 31 of that year. The case of the first fiscal year of less than 4 (four) months, financial statements audited that year included with financial report next year.
2. Securities companies, fund management companies have the responsibility to make the accounting mode under the provisions of the Ministry of finance, record the original vouchers, accounting books and updated to reflect full, timely, honest, accurate, objective economic activities, finance.
3. annual financial statements and financial reporting between levels of securities companies, fund management companies must be audited by an audit organization is the State Securities Commission for approval before the shareholder/Board member/owner review and passed under the Charter of the company. The audited financial report made under the provisions of the law of guidelines on the establishment and operation of securities companies, fund management companies.
4. The Chairman of the Board/Chairman Board Member/President of the company or the Director-General (Director) of the company stock, the Fund management company is responsible for the accuracy, the truthfulness of financial reports.
Article 17. Report on the financial situation and investment securities 1. Financial statements of securities companies, fund management companies include: a) the financial year report, financial report, between quarterly financial reports as stipulated in the accounting regime applicable to the securities companies, fund management companies;
b) financial report and audited financial year between youths of securities companies, fund management companies to comply with the provisions in paragraph 3 article 16 of this circular.
2. The report on the situation of investment securities include: a) reporting on stock investment situation, situation and backup processing extract discounts stock investment (according to Appendix 1 attached to this circular). In particular, a detailed presentation of the company securities, securities, fund management companies currently hold, the value according to the books, the actual value at the time of establishment of the quarterly financial report, the year; the reference price source as the basis of extract formed reserve; the complete situation enter the backup;
b) report on the situation of long-term financial investments; the situation is quoted and backup processing the loss of long-term financial investments (in Appendix 2 attached to this circular). In particular, a detailed presentation of the situation, which is the situation of investment abroad of securities companies, fund management companies.
3. The time limit for the submission of financial statements: a) the time limit for filing reports fiscal year audited by the audit organization is the State Securities Commission for approval at the latest 90 days after the end of the financial year;
b) the time limit for submission of financial statements between degrees was audited by the audit organization is the State Securities Commission approval is 45 days from the end of the first 6 months of the financial year;
c) the time limit for filing quarterly financial report at the latest on the 20th of July is early next quarter;
d) deadline to report on the situation of investment in securities as defined in paragraph 2 of this Article the slowest is 30 days from the end of the financial year.
4. Where the recipient report: securities companies, fund management companies and submitted the reports provided for in paragraph 1, item 2 of this Thing for the State Securities Commission.
5. The disclosure of information on financial statements in the company's securities, the Fund management company comply with the provisions of the Securities Law, regulations on information disclosure on the securities market and the text to modify, Supplement, replace (if available).
Article 18. Check, handle financial violations 1. Financial checks form a) financial checking or irregularly;
b) test according to each subject at the request of the financial management.
2. The Agency made the financial test a) State Securities Committee:-perform the inspection, testing, comprehensive monitoring of operation of securities companies, fund management companies including financial activities.
-Ministry of finance report the violation, the problems related to the implementation of the financial mode of securities companies, fund management companies discovered during the inspection, the Ministry of finance to monitor completion mode, the policy.
b) Finance Ministry: the Ministry of finance to financial management, Executive financial mode of securities companies, fund management companies to improve the financial management mode under the provisions of the law on the Ombudsman, check.
Chapter VII LIABILITY of the ORGANISATION or individual CONCERNED article 19. Securities companies, fund management companies 1. Compliance with the financial regulations of this circular, the provisions of the law on securities and the stock market, the provisions of the tax law.
2. Prepare a report under the provisions of this Information and the provisions of securities law.
Article 20. The State Securities Commission made checks, financial supervision for securities companies, fund management companies under the provisions of this circular.
Chapter VIII IMPLEMENTATION article 21. Effect 1. This circular effect since November 21, 2014 and be applied since financial year 2014.
2. This circular replaces circular No 11/2000/TT-BTC on 01/02/2000 of the Ministry of Finance shall guide financial management regime with respect to securities company shares and limited liability.
3. in the implementation process, if there are obstacles, the proposal reflects on the Finance Ministry to study, review and resolve./.