Circular No. 115/2025/TT-BTC amends and supplements certain provisions of Circular No. 118/2020/TT-BTC concerning detailed regulations on contents related to the issuance of securities, share repurchase, and registration of joint-stock companies. This document applies to issuers, joint-stock companies, and supervisory agencies.
Đối tượng áp dụng
Issuers, joint-stock companies, Securities Exchange, Vietnam Securities Depository and Central Counterparty Corporation
Các điểm cốt lõi
- A joint-stock company may not change its intention or plan for repurchasing shares as reported and publicly disclosed, except in cases of force majeure (Article 11).
- Within 24 hours from the date of decision to change the repurchase plan, the joint-stock company must notify the State Securities Commission of the change in the repurchase plan and disclose such information (Article 11).
- A joint-stock company may sell treasury shares at least 24 hours after submitting the Report on the Results of Share Repurchase Transactions and the Report on the Results of Share Issuance for Dividends to the State Securities Commission (Article 13).
- A joint-stock company must complete the sale of treasury shares within 20 working days from the date of reporting to the State Securities Commission on the sale of treasury shares (Article 13).
- Repeal Appendices 34 and 37 promulgated together with Circular No. 118/2020/TT-BTC (Article 6).
🌐 Tác động xã hội từ văn bản này
- Joint-stock companies will have to comply more strictly with changes to the share repurchase plans and the sale of treasury shares, ensuring transparency of information for the market.
- The repeal of some appendices may help simplify the management process for securities.
- Investors will benefit from joint-stock companies strictly adhering to regulations on share repurchase and the sale of treasury shares.
❓ Câu hỏi thường gặp
When can a joint-stock company change its share repurchase plan?
A joint-stock company may not change its intention or plan for repurchasing shares as reported and publicly disclosed, except in cases of force majeure (Article 11).
What is the minimum time period for a joint-stock company to sell treasury shares after submitting the Report on the Results of Share Repurchase Transactions?
A joint-stock company may sell treasury shares at least 24 hours after submitting the Report on the Results of Share Repurchase Transactions to the State Securities Commission (Article 13).
What is the deadline for completing the sale of treasury shares?
A joint-stock company must complete the sale of treasury shares within 20 working days from the date of reporting to the State Securities Commission on the sale of treasury shares (Article 13).
Toàn văn
| MINISTRY OF FINANCE _________ |
SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness _______________________ |
| Number: 115/2025/TT-BTC | Hanoi, December 15, 2025 |
CIRCULAR
Amending and supplementing certain Articles of Circular No. 118/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance guiding certain contents regarding public offering, issuance of securities, public tender offer, repurchase of shares, registration of public companies, and revocation of public company status
December 2020 Circular of the Minister of Finance guiding certain contents
on public offering, issuance of securities, tender offer, repurchase of shares,
registration of public companies and revocation of public company status
___________________
Pursuant to the Securities Law No. 54/2019/QH14 amended and supplemented by Law No. 56/2024/QH15;
Pursuant to the Enterprise Law No. 59/2020/QH14 amended and supplemented by Law No. 03/2022/QH15 and Law No. 76/2025/QH15;
Decree No. Decision No. dated February 24, 2025 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance, amended and supplemented by Decree No. 166/2025/NĐ-CP dated June 30, 2025;
Decree No. Decision No. dated December 31, 2020 of the Government detailing the implementation of certain provisions of the Securities Law, amended and supplemented by Decree No. 245/2025/NĐ-CP dated September 11, 2025;
At the proposal of the Chairman of the State Securities Commission;
The Minister of Finance issues this Circular amending and supplementing certain Articles of Circular No. 118/2020/TT-BTC dated December 31, 2020 of the Minister of Finance guiding certain contents regarding public offering, issuance of securities, public tender offer, repurchase of shares, registration of public companies, and revocation of public company status.
Article 1. Amending and supplementing Clause 5 of Article 2 as follows:
"5. Vietnam Stock Exchange and its subsidiaries (hereinafter referred to as the Vietnam Stock Exchange), Vietnam Securities Depository and Central Counterparty Corporation and its subsidiaries."
Article 2. Amending and supplementing certain Clauses of Article 4 as follows:
1. Amending and supplementing Clause 2 of Article 4 as follows:
"2. The notice of public offering of bonds according to Model at Appendix 14 attached hereto (except for the case provided for in Clause 2a of this Article)."
2. Supplementing Clause 2a after Clause 2 of Article 4 as follows:
"2a. The notice of public offering of bonds in Vietnam by International Financial Institutions according to Model at Appendix 14A attached hereto."
Article 3. Amending and supplementing certain Clauses of Article 5 as follows:
1. Amending and supplementing Clause 2 of Article 5 as follows:
"2. Report on the results of the public offering of bonds according to Model at Appendix 22 attached hereto (except for the case provided for in Clause 2a of this Article)."
2. Supplementing Clause 2a after Clause 2 of Article 5 as follows:
"2a. Report on the results of the public offering of bonds in Vietnam by International Financial Institutions according to Model at Appendix 22A attached hereto."
3. Supplementing Clause 3a after Clause 3 of Article 5 as follows:
"3a. Report on the results of the public offering of shares to existing shareholders according to the current ownership ratio of non-public listed securities companies according to Model at Appendix 23A attached hereto."
Article 4. Amending and supplementing Article 11 as follows:
"Article 11. Change in share repurchase plan
1. Public companies shall not change their intention or plan for share repurchase as reported and publicly disclosed, except in cases of force majeure (natural disasters, epidemics, war, fire) and other cases approved by the General Meeting of Shareholders.
2. Within 24 hours from the date of decision to change the share repurchase plan, the public company must notify the State Securities Commission of the change in the share repurchase plan, and simultaneously publish information on the company's website, the information dissemination means of the State Securities Commission, and the stock exchange about the change in the share repurchase plan according to Model at Appendix 38 attached hereto.
3. Public companies may implement changes in share repurchase plans after publishing information in accordance with Clause 2 of this Article."
Article 5. Amend and supplement Article 13 as follows:
"Article 13. Reporting and Publicizing Information on Sale of Treasury Shares
A public company that repurchases its own shares in accordance with Clause 6 and Point b, Point c, Clause 7 of Article 36 of the Securities Law shall sell treasury shares as follows:
1. The public company may sell treasury shares at least 24 hours after submitting the Report on Results of Share Repurchase Transactions, the Report on Results of Share Issuance for Dividend Payment, and the Report on Share Issuance to Increase Capital from Own Funds to the State Securities Commission and publicly disclosing such information.
2. The public company must complete the sale of treasury shares within 20 working days from the date it reports to the State Securities Commission and publicly discloses information about the sale of treasury shares using the Form attached as Appendix 36 issued together with this Circular.
3. Within 10 days from the end of the treasury share sale transaction as stipulated in Clause 1 of this Article, the public company must submit the Report on Results of Treasury Share Sale Transactions to the State Securities Commission and publicly disclose such information using the Form attached as Appendix 39 issued together with this Circular."
Article 6. Amend, Supplement, and Repeal Certain Appendices of Circular No. 118/2020/TT-BTC dated December 31, 2020, guiding certain contents regarding securities offerings, issuance, public tender offers, share repurchase, registration of public companies, and revocation of public company status by the Minister of Finance.
1. Amend and supplement Appendices No. 01, 02, 03, 04, 05, 06, 07, 08, 09, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 35, 36, 38, 39 issued together with Circular No. 118/2020/TT-BTC dated December 31, 2020, guiding certain contents regarding securities offerings, issuance, public tender offers, share repurchase, registration of public companies, and revocation of public company status by the Minister of Finance.
2. Repeal Appendices No. 34, 37 issued together with Circular No. 118/2020/TT-BTC dated December 31, 2020, guiding certain contents regarding securities offerings, issuance, public tender offers, share repurchase, registration of public companies, and revocation of public company status by the Minister of Finance.
Article 7. Implementation Provisions
1. This Circular takes effect from January 28, 2026.
2. The State Securities Commission, Stock Exchanges, Vietnam Securities Depository and Central Counterparty Corporation and its subsidiaries, issuers, public companies, securities companies, and other related organizations and individuals are responsible for implementing this Circular.
| Place of Receipt: The Central Committee of the Communist Party of Vietnam; The Office of the Central Committee of the Communist Party of Vietnam and its Departments; Office of the General Secretary; National Assembly Office; President's Office; Prime Minister, Deputy Prime Ministers; The Government Office; The National Assembly's Ethnic Council and its Committees; The Central Committee of the Vietnam Fatherland Front; Ministries, agencies equivalent to ministries, and agencies under the Government; Provincial People's Councils and People's Committees directly under the Central Government; Supreme People's Court; State Audit Agency; Supreme People's Procuracy; Central Agencies of Mass Organizations; Department of Legal Document Inspection and Administrative Violation Management, Ministry of Justice; Vietnam General Confederation of Labor; Minister of Finance (for reporting); Units under the Ministry of Finance; Official Gazette; National Legal Database; Government Electronic Portal; Ministry of Finance Electronic Portal; State Securities Commission Electronic Portal; - File: VT, UBCK (300b) Ministry of Finance's electronic portal; State Securities Commission's electronic portal; - To be filed: VT, UBCK (300b) - File: VT, UBCK (300b) |
DEPUTY MINISTER
|
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