Circular No. 20/2025/TT-BTC dated May 05, 2025 on amendments to Circular No. 51/2021/TT-BTC providing guidance on obligations of organizations and individuals arising from foreign investments in Vietnam's securities market

CIRCULAR

AMENDMENTS TO CIRCULAR NO. 51/2021/TT-BTC DATED JUNE 30, 2021 OF MINISTER OF FINANCE PROVIDING GUIDANCE ON OBLIGATIONS OF ORGANIZATIONS AND INDIVIDUALS ARISING FROM FOREIGN INVESTMENTS IN VIETNAM'S SECURITIES MARKET

Pursuant to the Law on Securities dated November 26, 2019;

Pursuant to the Law providing amendments to Law on Securities, Law on Accounting, Law on Independent Audit, Law on State Budget, Law on Management and Use of Public Property, Law on Tax Administration, Law on Personal Income Tax, Law on National Reserves, and Law on Penalties for Administrative Violations dated November 29, 2024;

Pursuant to the Government's Decree No. 155/2020/ND-CP dated December 31, 2020 on elaboration of some Articles of the Law on Securities;

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;

At the request of the Chairman of the State Securities Commission of Vietnam (SSC);

The Minister of Finance of Vietnam promulgates a Circular providing amendments to Circular No. 51/2021/TT-BTC dated June 30, 2021 of Minister of Finance providing guidance on obligations of organizations and individuals arising from foreign investments in Vietnam's securities market.

Article 1. Amendments to Circular No. 51/2021/TT-BTC dated June 30, 2021 of Minister of Finance providing guidance on obligations of organizations and individuals arising from foreign investments in Vietnam's securities market

1. Clauses 1, 3 and 4 Article 3 are amended as follows:

“1. Each foreign investor that is required to open indirect investment capital account as prescribed by regulations of law on foreign exchange management shall open indirect investment capital account(s) at 01 custodian bank obtaining the license for foreign exchange trading in order to perform investment activities in Vietnam’s securities market. Each issuer of depositary receipts in a foreign country shall open indirect investment capital account(s) at 01 custodian bank obtaining the license for foreign exchange trading in order to issue or cancel depositary receipts and perform other relevant activities in accordance with regulations of law.

3. All activities such as transmitting money to perform transactions or investments and make payments relating to securities investment activities of foreign investors that are required to open indirect investment capital accounts as prescribed by regulations of law on foreign exchange management, activities of issuers of depositary receipts in foreign countries, receiving and using dividends or distributed profits, or buying foreign currency for the purpose of remitting them to foreign countries (if any) and other relevant transactions must be carried out through indirect investment capital accounts.

4. Opening, closing, use, change in name, and management of indirect investment capital accounts are subject to regulations of law on foreign exchange management.”.

2. Point b Clause 3 Article 5 is amended as follows:

“b) The group of affiliated foreign investors shall appoint a depository member, securities company, or fund management company, or its representative office (if any) or another organization, or authorize an individual to fulfill the obligations to submit reports on ownership and disclose information in accordance with law regulations on disclosure of information on the securities market;

The notification of appointment or change of the organization or individual in charge of fulfilling the obligations to make ownership reports and disclose information shall be made using the form in Appendix I enclosed herewith and sent to SSC and VNX’s subsidiaries within 24 hours after the appointment or authorization takes effect. Such notification shall be accompanied by the securities trading license or enterprise registration certificate or certificate of fund establishment or other legal documents of equivalent validity of the appointed organization, or the valid copy of unexpired passport or another valid personal identification paper of the authorized person.”.

3. Clause 10 Article 7 is amended as follows:

“10. The reports specified in clauses 1, 2, 3, 4, 5, 6, 7 of this Article shall be submitted electronically via SSC’s system for management of foreign investors, and must be retained for a period of no less than 05 years.

In case reports cannot be submitted via SSC’s system for management of foreign investors due to force majeure events such as network system or server malfunctioning, failure to use digital certificates and other force majeure events, the reporting entities shall send physical reports, accompanied with electronic data files, and notification of reasons for failure to submit reports via the system to SSC. Such reports must be fully submitted through SSC’s system for management of foreign investors immediately after such a force majeure event has been successfully rectified.”.

Article 2. Effect

1. This Circular comes into force from June 20, 2025.

2. SSC, VSDC, VNX and its subsidiaries, securities companies, fund management companies, branches in Vietnam of foreign fund management companies, depository members, clearing members, issuers of depositary receipts in foreign countries and relevant organizations and individuals are responsible for the implementation of this Circular./.