– Scope of work:
<I> Recording and following up the shareholders profiles, comprise of:
1. Open, maintain and update registry books of shareholder(s)/owner(s);
2. Issue, update and maintain certificate(s) of capital contributions to/of shareholders/owners;
3. Open and update company’s charter due to updates of shareholders/owners’ profiles
<II> Open, register and update the Company’s charter
4. Update the Company’s charter according to any changes/updates of the Company’s event;
5. Submit the updated/amended charter to the licensing authorities on case-by-case basis
<III> Organize annual General Meeting (AGM) and extra-ordinary meeting(s) (*)
6. Prepare the agenda for the AGM and/or the extra-ordinary meeting(s);
7. Send invitation(s), agenda and obtaining acknowledgment of participant(s);
8. Participate in and facilitate the AGM and/or the extra-ordinary meeting(s) (if being requested) to suit the agenda;
9. Prepare meeting minute(s) and circulate to relevant parties (if being requested)
<IV> Preparation of the Company’s resolutions/decisions (**)
10. Resolutions/decisions to be prepared within this scope shall comprise of those relating to:
a. Company’s name;
b. Company’s charter capital;
c. Company’s head office and branches/business location’s address;
d. Updates of the Company Charter;
e. Business registration activities;
f. Shareholder(s)/owner(s) and Directors’ details;
g. Legal representatives;
h. Authorized representatives
i. Appointment & release of directors/managing individuals
Specifically, under this scope, we shall:
11. Obtaining the request(s) from the Company for preparation of the resolutions/decisions;
12. Reviewing the relevant regulations of Vietnam, the Company Charter and/or corporate governance policy, practice of the local concerning authorities relating to the resolutions/decisions to be prepared;
13. Preparing resolution/decisions;
14. Once the resolution/decisions have been in order, we shall help to send and circulate the resolutions among concerning parties (per the company’s request) for the signing and endorsement;
15. Keep the signed resolutions/decisions and/or submit to the authority if there is such request.
<V> Preparation of other internal documents in light of the Company’s charter and policy as per the Company request, including:
a. Assignment letter
b. Appointment letter
c. Authorization Letter
d. Power of Attorney
<VI> Amend and update Enterprise Registration Certificate (“ERC”)
16. Prepare and submit dossier to the licensing authorities to amend ERC/notice to the authority upon changes of:
a. Company’s name;
b. Company’s charter capital;
c. Company’s head office address
d. Business registration activities;
e. Shareholder(s)/owner(s) and Directors ‘details;
f. Legal representatives;
g. Authorized representatives
h. Appointment & release of directors/managing individuals
17. Update on enterprise national data portal with the above changes
<VII> Custody services
18. Safe keeping of the original documents and the Company’s chop (if necessary)
19. Assist with notary/certification service for original documents when there is request from the Company (***)
20. Stamping on the documents as required by the Company (****)
21. Registration with the second (and more) Company’s chops (as per the company’s request).
<VIII> Reminder
22. Remind the Company/Company’s departments on statutory deadlines of annual filings;
23. Provide notice on any significant changes of laws, regulations that
may impact the Company’s operation
<IX> Quarterly reporting
24. Proving quarterly report as per request of the Company for detailed co-sec works performed during the quarter & documents being kept;
25. Providing ad-hoc report as per request of the Company from time-to-time
<X> Consultation
26. Provide consultations to the Company with corporate matters including up to 2 hours (mixed time cost) of non-cumulative professional support per month.
– Fee & Notes:
Proposed Standard Fee: 48,000,000 / 12 months, excluding VAT and OPEs.
Bill in advance for the entire 12 month period.
Total time limit is 4 hours/month, cumulative is 48 hours/year. Use within the year and do not carry forward to the next year.
We will not participate in the meeting, the procedures included in the scope are only procedures that must be done in the Business Department (ERC only, not including the procedures in the Investment Department).
The above fee excludes changes that requires Investment licensing procedures for foreign investors / foreign invested enterprises which requires amending the Investment Registration Certificate based on the Investment Law.
Scope <III>: (*) applicable to one AGM/extra-ordinary meeting per year. From the second meeting, additional service fee shall be VND 3,510,000 per one meeting (subject to 2 hours per each meeting). Additional hours shall be charged at standard time cost.
Scope <IV>: (**) the resolution/decision provided herein shall NOT include resolutions/decisions facilitating complex transactions/business activities of the Company, including but not limited to the followings:
a. Financial transaction e.g., borrowing/lending capital/money with credit or non-credit entities, dividend distribution, profit repatriation, increase/decrease of loan capital, etc.;
b. Banking transactions e.g., accounts opening, changing bank signatories, changing bank accounts, bank loans, etc.;
c. Related party transactions (“RPTs);
d. Merge & Acquisitions
e. Labor matters e.g., staff policy, retrenchment, disciplines execution, etc.;
f. Other commercial transaction e.g., sale & purchase agreement, etc.
g. Deregistration of the Company
h. Other transactions.
If there is a need to prepare and/or review resolution which is relevant to the above transactions, we shall charge an extra fee from VND1,170,000 to VND3,510,000 per one resolution depending on the complexity of each transaction. The fees shall be informed to the Company for its approval before the service is executed.
Scope <VII>: (***) charge for notarization / certification from original documents: VND750,000/time
Scope <VII>: (****) charge for each time of stamping of documents: VND450,000. Fees can be reduced/exempted on case-by-case basis depending on the volume of documents.