Question 77: May Employees buy shares issued by Employers by deducting their share purchase amount from their monthly salary?

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Pursuant to the Labor Code, Employers are only entitled to deduct Employees’ salaries to compensate for any damage caused by them to Employers’ equipment and tools[1]. In addition, the Labor Code does not stipulate any other cases where Employers are entitled to deduct from Employees’ salaries. Therefore, if Employees want to buy shares issued by Employers, Employers cannot deduct share purchase amounts from Employees’ salaries.

In cases where the 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 cash collection or transfer.

In addition, Employees’ 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 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 Employees 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 Employees of Vietnamese nationality will be only carried out after it is certified by the State Bank 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 101 Labor Code

[2]Article 3.6 Commercial Law

[3]Article 52.1 (d) Investment Law

[4]Article 2.1 (b) and Article 5.1 of Decree 135/2015/ND-CP dated 31/12/2015