Circular No. 01/2015/TT-BTC provides guidance on the registration of securities transactions of public companies not listed on the Upcom market. The document stipulates the subjects, documents, and procedures for registration, changes, cancellation of registrations, as well as the management responsibilities of the Hanoi Stock Exchange.
适用范围
Public companies that have not been listed or have had their listing canceled but remain public companies.
要点
- Public companies that have not been listed or have had their listing canceled may register to trade on the Upcom market (Article 3).
- Documents and procedures for registering securities transactions at the Hanoi Stock Exchange include a request form, summary information, and a Securities Registration Certificate (Article 4).
- Changes to registered securities transactions require submitting change documents to the Hanoi Stock Exchange within five working days (Article 5).
- Securities will be deregistered from trading when the company no longer meets the criteria of a public company or ceases to exist (Article 6).
- The Hanoi Stock Exchange is responsible for organizing and managing the Upcom market according to regulations approved by the State Securities Commission (Article 7).
🌐 本文件的社会影响
- Creating conditions for unlisted public companies or those whose listings have been canceled to trade on the Upcom market, increasing flexibility in securities management.
- Reducing administrative burdens on businesses through specific provisions regarding documents and deadlines for submission.
❓ 常见问题
When can an unlisted public company register to trade?
Unlisted public companies or those whose listings have been canceled but remain public companies may register to trade on the Upcom market (Article 3).
What is the deadline for submitting change registration documents?
Within five working days from the date the Securities Trading Inspectorate issues a revised Securities Registration Certificate (Article 5).
When can a public company whose listing has been canceled register to trade?
Public companies whose listings have been canceled but remain public companies must complete the registration of securities transactions within thirty days from the date of delisting (Article 3).
What are the responsibilities of the Hanoi Stock Exchange?
The Hanoi Stock Exchange is responsible for organizing and managing the Upcom market according to regulations approved by the State Securities Commission, issuing Decisions approving securities trading registrations (Articles 4 and 7).
What requirements apply to public companies formed from state-owned enterprises?
Public companies formed from wholly state-owned enterprises must complete the registration of public companies, securities custody registration, and securities trading registration within ninety days from the date of issuance of the Business Registration Certificate (Article 3).
全文
CIRCULAR
Guidelines for registering securities transactions of unlisted public companies
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Pursuant to the Securities Law dated June 29, 2006;
Pursuant to the Law Amending and Supplementing Certain Provisions of the Securities Law dated November 24, 2010;
Pursuant to Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law;
Pursuant to Decree No. 215/2013/NĐ-CP dated July 23, 2013 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;
Pursuant to Decision No. 51/2014/QĐ-TTg dated September 15, 2014 of the Prime Minister stipulating certain contents regarding divestment, sale of shares, and registration of securities transactions, listing on the stock market of state-owned enterprises;
Considering the proposal of the Chairman of the State Securities Commission;
The Minister of Finance issues this Circular guiding the registration of securities transactions of unlisted public companies.
Article 1. Scope of Regulation
This Circular guides the objects, documents, procedures for registering securities transactions of unlisted public companies and delisting at the Stock Exchange (hereinafter referred to as HOSE).
Article 2. Explanation of terms
1. The securities trading market of unlisted public companies (unlisted public companies - abbreviated as the Upcom market) is the securities trading market of unlisted public companies and those that have been delisted but remain public companies.
2. Registration for trading is the process of listing the securities of unlisted public companies for trading on the Upcom market.
3. Registered securities for trading refers to the securities of unlisted public companies approved for registration of trading.
4. Registered trading entity refers to unlisted public companies with securities registered for trading.
Article 3. Objects of Registration for Trading
1. Public companies as prescribed in Article 25 of the Securities Law, whose securities have been registered for custody at the Vietnam Securities Depository (VSD) and which have not yet listed or have been delisted may register for trading on the Upcom market.
2. Public companies implementing public offerings of securities from the date the Law Amending and Supplementing Certain Provisions of the Securities Law took effect (July 1, 2011) and which have not yet listed or do not meet the conditions for listing must register for trading on the Upcom market within one (1) year from the end date of the public offering approved by the General Meeting of Shareholders.
3. Listed companies that have implemented public offerings of securities from the date the Law Amending and Supplementing Certain Provisions of the Securities Law took effect (July 1, 2011), after being delisted but still remaining public companies must complete the registration for trading within thirty (30) days from the date of delisting.
4. Public companies formed from 100% state-owned enterprises as of November 1, 2014 must register as public companies with the State Securities Commission (SSC), register for custody at VSD, and register for trading within ninety (90) days from the date of issuance of the Enterprise Registration Certificate according to Decision No. 51/2014/QĐ-TTg dated September 15, 2014 of THEDeputy ministers of ministerial-level agencies, organize credit institutions, foreign bank branches are responsible for organizing the implementation of this Circular.ướharged with the task of approving the Prime Minister's proposal regarding the appointment of Ministers for the term 2021 - 2026 for the following gentlemen:Deputy ministers of ministerial-level agencies, Sports. This Circular promulgates the Regulation on Distance Learning for Bachelor's Degree Programs.o implement m|||u pursuant to Law 65/2020/QH14 and Law regulations issued pursuant to Decision 71/2022/QH15No. For power plants invested under the Build-Operate-Transfer (BOT) model, n is determined according to the operational period of the power plant stipulated in the BOT contract.|||i dung von thoái vNo.n, sell specialized agency under the People's Committee of the province/city., amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP roadần and business registrationng register tradcouncillORSing, listpoliciesing on thcouncillORS tr1. Fulfilling requirements stipulated in Article 13 of Decree No. 135/2021/NĐ-CP.a.3) Two (02) color photographs measuring 3x4 cm taken within six (6) months prior to the submission of the examination application dossier, clearly indicating the full name and date of birth on the back of each photograph (one (01) photograph affixed to the application form for examination registration, one (01) photograph affixed to the Certificate when issued);ứe stock markeDeputy ministers of ministerial-level agencies,t of en HQi df>ngệterprisesước.
5. Public companies formed from 100% state-owned enterprises before November 1, 2014 and which have not yet listed must have the representative of the state capital owner direct the representative to coordinate and urge the enterprise to complete the registration as a public company, register for custody of securities, and register for trading within one (1) year from November 1, 2014 according to Decision No. 51/2014/QĐ-TTg dated September 15, 2014 of THEDeputy ministers of ministerial-level agencies, organize credit institutions, foreign bank branches are responsible for organizing the implementation of this Circular.ướharged with the task of approving the Prime Minister's proposal regarding the appointment of Ministers for the term 2021 - 2026 for the following gentlemen:Deputy ministers of ministerial-level agencies, Sports. This Circular promulgates the Regulation on Distance Learning for Bachelor's Degree Programs.o implement m|||u pursuant to Law 65/2020/QH14 and Law regulations issued pursuant to Decision 71/2022/QH15No. For power plants invested under the Build-Operate-Transfer (BOT) model, n is determined according to the operational period of the power plant stipulated in the BOT contract.|||i dung von thoái vNo.n, sell s, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP roadần and business registrationng register tradcouncillORSing, listpoliciesing on thcouncillORS tr1. Fulfilling requirements stipulated in Article 13 of Decree No. 135/2021/NĐ-CP.energy c Quứe stock markeDeputy ministers of ministerial-level agencies,hares of enệterprisesước.
Article 4. Documents and Procedures for Registration of Trading
1. For publicly traded companies that have not been listed
a) The registration documents submitted to the Hanoi Stock Exchange include:
- A request form for trading registration at the Hanoi Stock Exchange (in accordance with Form I attached);
- Summary information (in accordance with Form 08 attached, issued together with Decree No. 58/2012/NĐ-CP of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law);
- A copy of the securities registration certificate issued by the Securities Depository Center.
b) The Hanoi Stock Exchange issues a Decision approving the trading registration within five (05) working days from the date of receiving complete and valid documents. In case of refusal to approve the trading registration, the Hanoi Stock Exchange replies to the publicly traded company in writing and specifies the reasons.
2. For publicly traded companies that have delisted
a) The registration documents submitted to the Hanoi Stock Exchange include:
- A request form for trading registration at the Hanoi Stock Exchange (in accordance with Form I attached);
- The prospectus included in the listing registration documents previously approved by the Ho Chi Minh City Stock Exchange and a copy of the Decision on delisting (in case of delisting from the Ho Chi Minh City Stock Exchange).
b) The Hanoi Stock Exchange issues a Decision approving the trading registration within three (03) working days from the date of receiving complete and valid documents.
3. The Hanoi Stock Exchange is responsible for issuing specific regulations on trading registration after being approved by the State Securities Commission.
Article 5. Modification of Trading Registration
1. Cases of changing trading registration
a) The organization conducting the transaction registration implements the splitting, consolidation of shares, issuance of additional shares for dividends or bonus shares, or rights issues to existing shareholders to increase the charter capital.
b) An organization whose trading registration has been split or merged;
c) Other cases of changing the quantity of securities registered for trading on the stock exchange.
2. Documents and procedures for modifying trading registration
a) Within five (05) working days from the date of receiving the adjusted securities registration certificate from the Securities Depository Center, the organization whose trading registration is changed submits the change registration documents to the Hanoi Stock Exchange.
b) The documents for changing transaction registration include:
- A request form for changing trading registration (in accordance with Form II attached);
- A copy of the adjusted securities registration certificate issued by the Securities Depository Center;
- Relevant documents related to the modification of the quantity of securities registered for trading.
c) The Hanoi Stock Exchange issues a Decision approving the change in trading registration within five (05) working days from the date of receiving complete and valid documents. In case of refusal to approve the change in trading registration, the Hanoi Stock Exchange replies to the publicly traded company in writing and specifies the reasons.
3. The Hanoi Stock Exchange is responsible for issuing specific regulations on changing trading registration after being approved by the State Securities Commission.
Article 6. Cancellation of Trading Registration
Securities will be canceled from trading registration in the following cases:
1. The organization whose trading registration is canceled no longer meets the conditions of being a publicly traded company according to the State Securities Commission's announcement of cancellation of public company registration.
2. The organization whose trading registration is canceled ceases to exist due to merger, consolidation, division, dissolution, or bankruptcy.
3. The organization whose trading registration is canceled has its business registration certificate or operating license in the specialized field revoked.
4. The organization whose trading registration is canceled is approved for listing on the stock exchange.
5. Other cases deemed necessary by the Hanoi Stock Exchange to protect investors' rights after being approved by the State Securities Commission.
Article 7. Trading Organization
1. The Hanoi Stock Exchange organizes and manages the Upcom market in accordance with the rules approved by the State Securities Commission.
2. The Securities Depository Center implements settlement and payment of trading transactions of unlisted and delisted publicly traded companies based on the trading results provided by the Hanoi Stock Exchange.
3. The Stock Exchange, the Securities Depository Center, publicly traded companies, securities companies, and related organizations and individuals must fulfill their obligations to disclose information on the securities market in accordance with the law.
Article 8. Implementation clause
1. This Circular takes effect from March 1, 2015.
2. Repeal Decision No. 108/2008/QĐ-BTC dated November 20, 2008 of the Minister of Finance on the issuance of the Rules on Organizing and Managing Unlisted Publicly Traded Company Securities Trading at the Hanoi Stock Exchange; Circular No. 128/2009/TT-BTC dated June 23, 2009 and Circular No. 95/2010/TT-BTC dated June 30, 2010 of the Minister of Finance on Amending and Supplementing the Rules on Organizing and Managing Unlisted Publicly Traded Company Securities Trading at the Hanoi Stock Exchange issued together with Decision No. 108/2008/QĐ-BTC dated November 20, 2008 of the Minister of Finance.
3. The State Securities Commission, the Stock Exchange, the Securities Depository Center, publicly traded companies, securities companies, and related organizations and individuals are responsible for implementing this Circular./.
DEPUTY MINISTER
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