Answer:
Pursuant to the Labour Code, the Employer is only entitled to deduct the Employee’ salary to compensate for any damage caused by him or her to the Employer’ equipment and tools[1]. In addition, the Labour Code does not stipulate any other cases where the Employer is entitled to deduct from the Employee’ salary. Therefore, if the Employee wants to buy shares issued by the Employer, the Employer cannot deduct share purchase amounts from the Employee’s salary.
In cases where Employer is a representative office of a foreign trader in Vietnam and an Employee wishes to purchase shares issued by its parent company in a foreign country, the Employee should further note that the representative office of a foreign trader in Vietnam is a subordinate unit to any foreign trader, which is established in accordance with the Vietnamese law in order to find out the market and carry out some trade promotion activities as provided for by the Vietnamese law[2]. Thus, the representative office may only carry out trade promotion activities without generating any revenue. Therefore, there is no legal basis for the representative office to receive payment of share purchase amounts for its parent company in the form of whether collecting on behalf of the parent company cash or transfer.
In addition, the Employee’s purchase of shares issued by the foreign parent company of the representative office is considered a form of indirect outbound investment[3]. Accordingly, investors as individuals of Vietnamese nationality may only make the indirect outbound investment in the form of participation in the overseas share bonus program (free of payment for purchase)[4]. However, it is not easy to organise the issuance of bonus shares for the Employee when the Vietnamese law, specifically Article 8 of Circular 10/2016/TT-NHNN dated 29/06/2016 requires the bonus program that is related to overseas issued shares and participation of the Employee of Vietnamese nationality will be only carried out after it is certified by the State Bank of Vietnam for its registration. Thereby, it can be seen that the implementation of outbound investment in the form of ownership of shares issued by foreign companies is quite complicated, requiring compliance with multiple processes and procedures as prescribed by the said Vietnam law and the law of the country where the foreign company is located.
[1]Article 102 of the Labour Code
[2]Article 3.6 of the Commercial Law
[3]Article 52.1 (d) of Law on Investment
[4]Article 2.1 (b) and Article 5.1 of Decree 135/2015/ND-CP dated 31/12/2015
