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THE MINISTRY OF FINANCE OF VIETNAM |
THE SOCIALIST REPUBLIC OF VIET NAM |
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No. 08/2026/TT-BTC |
Hanoi, February 03, 2026 |
AMENDMENTS TO CIRCULAR NO. 96/2020/TT-BTC DATED NOVEMBER 16, 2020 OF THE MINISTER OF FINANCE OF VIETNAM PROVIDING GUIDELINES ON DISCLOSURE OF INFORMATION ON SECURITIES MARKET, AS AMENDED BY THE CIRCULAR NO. 68/2024/TT-BTC AND THE CIRCULAR NO. 18/2025/TT-BTC, THE CIRCULAR NO. 120/2020/TT-BTC DATED DECEMBER 31, 2020 OF THE MINISTER OF FINANCE OF VIETNAM PRESCRIBING TRADING OF LISTED AND REGISTERED SHARES, FUND CERTIFICATES, CORPORATE BONDS AND SECURED WARRANTS LISTED ON SECURITIES TRADING SYSTEMS, AS AMENDED BY THE CIRCULAR NO. 68/2024/TT-BTC, AND THE CIRCULAR NO. 121/2020/TT-BTC DATED DECEMBER 31, 2020 OF THE MINISTER OF FINANCE OF VIETNAM PRESCRIBING OPERATION OF SECURITIES COMPANIES, AS AMENDED BY THE CIRCULAR NO. 68/2024/TT-BTC
Pursuant to the Law on Securities No. 54/2019/QH14, as amended by the Law No. 56/2024/QH15;
Pursuant to the Law on Enterprises No. 59/2020/QH14, as amended by the Law No. 03/2022/QH15, and the Law No. 76/2025/QH15;
Pursuant to the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020 elaborating some Articles of the Law on Securities, as amended by Decree No. 245/2025/ND-CP;
Pursuant to the Government’s Decree No. 29/2025/ND-CP dated February 24, 2025 defining functions, tasks, powers and organizational structure of the Ministry of Finance of Vietnam, as amended by the Decree No. 166/2025/ND-CP;
At the request of the Chairwoman of the State Securities Commission of Vietnam (SSC);
The Minister of Finance of Vietnam promulgates a Circular providing amendments to the Circular No. 96/2020/TT-BTC dated November 16, 2020 of the Minister of Finance of Vietnam providing guidelines on disclosure of information on securities market, as amended by the Circular No. 68/2024/TT-BTC and the Circular No. 18/2025/TT-BTC, the Circular No. 120/2020/TT-BTC dated December 31, 2020 of the Minister of Finance of Vietnam prescribing trading of listed and registered shares, fund certificates, corporate bonds and secured warrants listed on securities trading systems, as amended by the Circular No. 68/2024/TT-BTC, and the Circular No. 121/2020/TT-BTC dated December 31, 2020 of the Minister of Finance of Vietnam prescribing operation of securities companies, as amended by the Circular No. 68/2024/TT-BTC.
AMENDMENTS TO CIRCULAR NO. 96/2020/TT-BTC, AS AMENDED BY CIRCULAR NO. 68/2024/TT-BTC, CIRCULAR NO. 18/2025/TT-BTC
Article 1. Amendment of clause 8 Article 25, as amended by clause 1 Article 2 of Circular No. 18/2025/TT-BTC
“8. In case a foreign institutional investor fails to make payment for purchased shares to the securities company as prescribed in clauses 6, 7, 8 Article 40k of the Circular No. 119/2020/TT-BTC, the securities company where the foreign institutional investor’s trading order is placed shall, on the same day such payment obligation is not fulfilled, submit to the State Securities Commission of Vietnam (SSC), Vietnam Exchange (VNX), and Vietnam Securities Depository and Clearing Corporation (VSDC) a report on such investor’s transactions which is made using the form provided in Appendix XVII enclosed herewith.”.
Article 2. Amendment of some clauses of Article 33, as amended by clauses 2, 3 Article 2 of Circular No. 18/2025/TT-BTC
1. Point a Clause 1 is amended as follows:
“a) At least 03 working days before the planned transaction date, internal actors and their related persons shall disclose information on their planned transactions using the form in Appendix XIII or Appendix XIV enclosed herewith, except where a securities company that is a related person of an internal actor of a listed organization or a registered organization, conducts ownership transfer transactions as prescribed in point q2 clause 2 Article 6 of the Circular No. 119/2020/TT-BTC, points c, d clause 9 Article 16 of the Circular No. 121/2020/TT-BTC.
In case a securities company sells shares received on its proprietary trading account on the securities trading system as prescribed in clause 9 Article 40k of the Circular No. 119/2020/TT-BTC and point dd clause 9 Article 16 of the Circular No. 121/2020/TT-BTC, the exemption from information disclosure shall be granted to transactions conducted within 04 working days from the day on which such shares are transferred to the proprietary account of the securities company as prescribed in clauses 7, 8 Article 40k of the Circular No. 119/2020/TT-BTC, points c, d clause 9 Article 16 of the Circular No. 121/2020/TT-BTC.”.
2. Clause 8 is amended as follows:
“8. Where a securities company is a related person of an internal actor of a listed organization or a registered organization, and the par value of transactions conducted in a day is VND 50 million or more, or in a month is VND 200 million or more, including transactions involving transfer of ownership outside the securities trading system, such securities company shall disclose information, submit reports to SSC and the Stock Exchange, and give a notice to the listed organization or registered organization using the form in Appendix XVIII enclosed with the Circular No. 96/2020/TT-BTC within 24 hours from:
a) its completion of transfer of ownership of shares to its proprietary trading account as prescribed in clauses 7, 8 Article 40k of the Circular No. 119/2020/TT-BTC, points c, d clause 9 Article 16 of the Circular No. 121/2020/TT-BTC;
b) its completion of the sale of shares as prescribed in clause 9 Article 40k of the Circular No. 119/2020/TT-BTC, point d clause 9 Article 16 of the Circular No. 121/2020/TT-BTC.”.
Article 3. Replacement of Appendix XVII
Appendix XVII enclosed with the Circular No. 96/2020/TT-BTC is replaced by Appendix XVII enclosed herewith.
AMENDMENTS TO CIRCULAR NO.120/2020/TT-BTC, AS AMENDED BY CIRCULAR NO. 68/2024/TT-BTC
Article 4. Amendments to some clauses of Article 6
1. Clause 1 is amended as follows:
“1. Each investor shall comply with the following provisions:
a) The investor shall open a securities trading account at a securities company that is a trading member to conduct securities transactions; for a non-resident foreign investor, securities trading orders shall be placed through a foreign securities trading organization acting as their representative using such investor’s depository account number, or shall be placed directly by such foreign investor using its own trading account;
b) From the date on which the clearing and settlement for securities transactions under the central counterparty clearing mechanism are implemented, the investor must hold a clearing margin account opened at a clearing member before conducting securities transactions. The investor’s opening of a clearing margin account shall comply with regulations of law on clearing and settlement for securities transactions.”.
2. Clause 3 is amended as follows:
“3. An investor may only open 01 clearing margin account at a clearing member for each securities trading account, except in cases as prescribed by regulations of law on clearing and settlement for securities transactions.”.
3. Clause 7 is amended as follows:
“7. A foreign securities company or a foreign securities investment fund management company shall be allowed to open 02 securities trading accounts at each securities company as follows:
a) 01 securities trading account shall be opened to conduct its own transactions;
b) 01 securities trading account shall be opened to manage transactions on behalf of its clients.”.
Article 5. Amendments to some clauses of Article 7
1. Point b clause 2 is amended as follows:
“b) A securities company shall only enter trading orders into the securities trading system after the investor has fulfilled the clearing margin requirements as prescribed by the law on clearing and settlement for securities transactions.”.
2. Clause 5 is amended as follows:
“5. A securities company shall be responsible for monitoring an investor’s simultaneous buy and sell orders within a given periodic order matching period when receiving and entering the investor’s orders into the securities trading system of the Stock Exchange.”.
3. Clause 6 is amended as follows:
“6. A foreign securities company or a foreign securities investment fund management company shall be allowed to use the trading account prescribed in point b clause 7 Article 6 of this Circular to place simultaneous buy and sell orders for the same ticker symbol in each order matching session (periodic or continuous) or to execute negotiated transactions, provided that the buy and sell orders are not placed by the same foreign investor.”.
Article 6. Addition of clause 1a following clause 1 Article 9a, as added by clause 2 Article 1 of Circular No. 68/2024/TT-BTC
“1a. In case a foreign institutional investor fails to make payment for purchased shares to a securities company as prescribed in clauses 6, 7, 8 Article 40k of the Circular No. 119/2020/TT-BTC, the securities company receiving such investor’s orders shall ensure that such investor’s placement of buy orders complies with the following provisions:
a) The foreign institutional investor shall not be allowed to place buy orders without prefunding within 07 consecutive trading days following the day immediately after such investor fails to fulfill the payment obligations as prescribed;
b) Within 30 consecutive trading days, if the foreign institutional investor commits a third violation of the payment obligations for buy orders without prefunding, such investor shall not be allowed to place buy orders without prefunding within a period of 180 consecutive trading days following the day immediately after the third violation;
c) Vietnam Exchange (VNX) shall notify its member securities companies of the foreign institutional investor required to maintain sufficient funds on its depository account when placing buy orders during the period in which the investor is not allowed to place buy orders without prefunding as prescribed in points a, b of this clause, upon receiving the written notification from Vietnam Securities Depository and Clearing Corporation (VSDC) that the investor fails to fulfill the payment obligations.”.
AMENDMENTS TO CIRCULAR NO.121/2020/TT-BTC, AS AMENDED BY CIRCULAR NO. 68/2024/TT-BTC
Article 7. Addition of Clause 6 to Article 2
“6. Foreign securities trading organization acting as a representative is a foreign securities trading organization authorized to use depository account number of a non-resident foreign investor to place securities trading orders on behalf of that investor.”.
Article 8. Amendments to clause 5 Article 4
“5. Enter into contracts with clients or foreign securities trading organizations acting as representatives when rendering services to clients; provide complete and truthful information for clients and foreign securities trading organizations acting as representatives.”.
Article 9. Amendments to some clauses of Article 13
1. Clause 3 is amended as follows:
“3. Data on clients’ brokerage accounts opened at securities companies, and data on foreign investors’ securities transactions conducted using depository account numbers through foreign securities trading organizations acting as their representatives at securities companies shall be centrally managed and shall be backed up and stored at separate locations.”.
2. Point d clause 4 is amended as follows:
“d) Receiving trading orders from persons other than the relevant trading account holders without written authorization from such account holders, except in cases a foreign investor conducts securities transactions using a depository account number to through a foreign securities trading organization acting as a representative; making payment for transactions to persons other than the relevant trading account holders without written authorization from such account holders.”.
Article 10. Amendments to some clauses of Article 14
1. Clause 2 is amended as follows:
“2. Securities companies shall be obligated to update any changes in clients’ information upon the request of the clients or foreign securities trading organizations acting as representatives.”.
2. Clause 3 is amended as follows:
“3. Securities companies shall enter into agreements for opening of trading accounts with their clients, except the cases specified in Article 15a of this Circular. Securities companies shall directly conduct securities transactions on behalf of their clients and shall assume legal responsibility for such transactions.”.
3. Clause 4 is amended as follows:
“4. Securities companies shall maintain detailed records of funds and securities of each client, and shall provide clients, upon request, with information on balances and movements in their funds and securities, except where a client’s depository account is opened at a depository member that is not a trading member.”.
Article 11. Amendments to clause 1 Article 15
“1. Before conducting securities purchase and sale transactions on behalf of its clients, a securities company shall follow procedures for opening a trading account for each client on the basis of the agreement on opening of trading account entered into with such client, except the cases specified in Article 15a of this Circular. Clients shall provide complete and accurate client identification information when opening trading accounts. A trading account opening agreement shall comply with applicable regulations of law and shall, at a minimum, include the contents specified in the form provided in Appendix III enclosed herewith.”.
Article 12. Addition of Article 15a following Article 15
“Article 15a. Use of depository account numbers for conducting securities transactions
1. A foreign securities trading organization acting as a representative shall use the depository account number of a non-resident foreign investor to place securities trading orders on behalf of that investor at a securities company.
2. Securities companies shall follow procedures for identification of foreign investors and foreign securities trading organizations acting as their representatives in accordance with regulations of law on anti-money laundering.
3. A foreign securities trading organization acting as a representative shall use the foreign investor’s depository account number to conduct securities purchase and sale transactions on behalf of that investor on the basis of an agreement entered into between the foreign securities trading organization acting as a representative and the relevant securities company.
4. A foreign securities trading organization acting as a representative shall provide securities companies and regulatory authorities, upon their request, with information on the relevant foreign investor and on such investor’s securities transactions.
5. An agreement entered into between a securities company and a foreign securities trading organization acting as a representative shall, at a minimum, include the following contents:
a) Agreements on the placement and receipt of securities trading orders;
b) Agreements on prices of securities trading services and other costs incurred during the conduct of transactions;
c) Agreements on identification of the foreign investor, identification of the foreign securities trading organization acting as a representative, and confirmation of trading orders before they are entered into the trading system;
d) Provision of information on the foreign investor and on such investor’s securities transactions upon request of the securities company and regulatory authorities;
dd) Confirmation of the investor’s fulfillment of the obligation to make payment to the securities company when conducting share purchase transactions without prefunding;
e) Agreements on the obligation of a foreign institutional investor to settle transactions in the event of insufficient funds, including any other costs incurred (if any);
g) Agreements on the rights, obligations, and responsibilities of the parties to the agreement, and other relevant parties (if any).
6. When receiving a foreign investor’s securities trading order through a foreign securities trading organization acting as a representative, the securities company and such securities trading organization acting as a representative shall adhere to the following principles:
a) The securities company shall adopt measures to verify and confirm that the trading order is received from the foreign securities trading organization acting as a representative that is a party to the agreement prescribed in clause 5 of this Article; ensure that all relevant information is accurately recorded at the time the order is received, and retain evidence of the order placement and confirmation by such foreign securities trading organization acting as a representative for reference purpose;
b) The foreign securities trading organization acting as a representative shall adopt measures to ensure that all relevant information and evidence of the foreign investor’s order placement are accurately recorded and retained for reference purpose.”.
Article 13. Amendments to some clauses of Article 16
1. Clause 1 is amended as follows:
“1. A securities company shall receive trading orders from its clients or foreign securities trading organizations acting as representatives adopting one of the following methods:
a) Receiving order forms directly at trading counters;
b) Receiving remote orders via telephone, fax, internet, SWIFT messages, or other transmission channels.”.
2. Clause 4 is amended as follows:
“4. A securities company shall only execute a trading order if it contains complete and accurate information on the client, trading method, order type, trading date, time of order receipt, securities ticker symbol, quantity, and trading price. The securities company must record the exact date and time (including hours and minutes) at which a client’s trading order is received.
Where a foreign investor conducts a transaction through a foreign securities trading organization acting as their representative, the securities company shall execute the trading order only if it contains complete and accurate information on the investor’s depository account number, information on the foreign securities trading organization acting as a representative, trading method, order type, trading date, time of order receipt, securities ticker symbol, quantity, and trading price. The securities company must record the exact date and time (including hours and minutes) at which a investor’s trading order is received.”.
3. Clause 7 is amended as follows:
“7. A securities company shall notify the client, or foreign securities trading organization acting as a representative, of the results of order execution immediately after the order is matched using the method specified in the agreement entered into between the securities company and such client or foreign securities trading organization acting as a representative.”.
4. Clause 9, as amended in clause 2 Article 3 of the Circular No. 68/2024/TT-BTC, is amended as follows:
“9. When accepting share buy orders from foreign institutional investors without prefunding as prescribed in Article 9a of the Circular No. 120/2020/TT-BTC, the securities company shall comply with the following provisions:
a) It shall comply with the limit on share buy orders as prescribed in clause 10 of this Article;
b) The securities company must refuse to accept any order to buy shares issued by the securities company itself, shares issued by its parent company, shares issued by any subsidiary that has the same parent company and holds shares of the securities company, or shares of other companies that it is prohibited from holding as prescribed by relevant laws, unless the securities company has entered into a written agreement with another securities company regarding the transfer of ownership of such shares as prescribed in clause 9a of this Article;
c) Where a foreign institutional investor fails to make payment for purchased shares to the securities company as prescribed in clauses 6, 7, 8 Article 40k of the Circular No. 119/2020/TT-BTC in respect of the shares for which the securities company has accepted buy orders as prescribed in point b of this clause, the securities company may request Vietnam Securities Depository and Clearing Corporation (VSDC) to transfer the ownership of such shares, together with any rights arising from such shares (if any), from such foreign institutional investor to the proprietary trading account of another securities company according to the written agreement between the securities company and such another securities company;
d) The transfer of ownership specified in point c of this clause shall be carried out through the ownership transfer system of VSDC and shall be completed within the time limit prescribed in clause 7, 8 Article 40k of the Circular No. 119/2020/TT-BTC;
dd) Such another securities company may sell the shares received on its proprietary trading account as prescribed in points c, d of this clause on the securities trading system, and implement the terms and conditions of the agreement specified in clause 9a of this Article.”.
5. Clause 9a is added following clause 9 as follows:
“9a. An agreement between the securities company and such another securities company regarding the transfer of ownership of shares for which payment has not been made as prescribed in clause 9 of this Article shall, at a minimum, include the following contents:
a) Agreements on the rights and responsibilities of the parties in the event that the foreign institutional investor fails to make payment for the shares specified in point b clause 9 of this Article;
b) Agreements on the sale of securities acquired through the transfer of ownership from the foreign institutional investor; costs incurred during the conduct of this transaction;
c) Agreements on the application of measures against the case where such transfer results in the securities company exceeding its investment limit.”.
Article 14. Addition of clause 8 and clause 9 following clause 7 Article 28, as added by clause 3 Article 3 of Circular No. 68/2024/TT-BTC
1. Clause 8 is added as follows:
“8. If the implementation by another securities company of provisions of clause 9 Article 16 of this Circular results in such securities company exceeding the investment limits specified in points a, c, d, dd, e and g clause 4 of this Article, such securities company shall not accept share buy orders without prefunding from foreign institutional investors, shall not enter into or perform any agreement on the transfer of ownership of shares for which payment has not been made until it complies with the applicable investment limits, and shall adopt necessary measures to ensure compliance with such investment limits within a maximum period of 01 year.”.
2. Clause 9 is added as follows:
“9. Such another securities company that implements provisions of clause 9 Article 16 of this Circular must comply with point b clause 4 of this Article.”.
Article 15. Replacement of Template II.4 Appendix II
Template II.4 in Appendix II enclosed with the Circular No. 121/2020/TT-BTC is replaced by Template II.4 in Appendix II enclosed herewith.
1. This Circular comes into force from February 03, 2026.
2. If any legislative documents referred to in this Circular are amended or superseded, the new ones shall apply.
3. SSC, VSDC, Stock Exchanges, securities companies, depository members, settlement banks, and relevant organizations and individuals are responsible for the implementation of this Circular.
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PP. MINISTER Nguyen Duc Chi |
