Decree No. 145/2026/NĐ-CP Regulating Certain Contents of the Financial Management Mechanism, Evaluation, and Rating of Enterprises for the Ho Chi Minh Stock Exchange (VSD) and Vietnam Securities Depository and Clearing Corporation (VCSC)

 

 

DECREE

Regulating Certain Matters Concerning the Financial Management Mechanism, Evaluation, and Rating of Enterprises for the Vietnam Stock Exchange, Vietnam Depository and Clearing Corporation
Based on Decree No. 63/2025/QH15 on Government Organization;
Based on Enterprise Law No. 59/2020/QH14 amended and supplemented by Laws Nos. 03/2022/QH15 and 76/2025/QH15;

 

Based on State Capital Management and Investment in Enterprises Law No. 68/2025/QH15;

Based on Securities Law No. 54/2019/QH14 amended and supplemented by Law No. 56/2024/QH15;

In accordance with the proposal of the Minister of Finance;

The Government promulgates this Decree to regulate certain matters concerning the financial management mechanism, evaluation, and rating of enterprises for the Vietnam Stock Exchange and the Vietnam Depository and Clearing Corporation.

CHAPTER I

GENERAL PROVISIONS

 

Article 1. Scope of Application and Applicable Subjects

1. This Decree regulates certain matters concerning the financial management mechanism, evaluation, and rating of enterprises for the Vietnam Stock Exchange and the Vietnam Depository and Clearing Corporation.

 

2. Applicable subjects:

a) The Vietnam Stock Exchange.

b) The Vietnam Depository and Clearing Corporation.

c) The Ministry of Finance as the state-owned capital representative for the portion of state capital at the Vietnam Stock Exchange and the Vietnam Depository and Clearing Corporation.

d) Other organizations and individuals related to the financial management mechanism and evaluation, rating of enterprises of the Vietnam Stock Exchange and the Vietnam Depository and Clearing Corporation.

Article 2. Principles for Applying Law

1. In addition to the provisions stipulated in this Decree, the Vietnam Stock Exchange and the Vietnam Depository and Clearing Corporation shall implement financial management, evaluation, and rating according to the provisions of State Capital Management and Investment in Enterprises Law and relevant guiding documents.

2. Where there is a discrepancy between the provisions of this Decree and those of the guiding documents on State Capital Management and Investment in Enterprises Law, the provisions of this Decree shall apply.

CHAPTER II

CERTAIN PROVISIONS ON FINANCIAL MANAGEMENT FOR THE VIETNAM STOCK EXCHANGE, VIETNAM DEPOSITORY AND CLEARING CORPORATION

 

AND VIETNAM CLEARED SECURITIES CORPORATION

Article 3. Investment Activities
1. The Vietnam Stock Exchange and the Vietnam Depository and Clearing Corporation shall carry out investment activities in accordance with the provisions of laws on managing and investing state capital in enterprises.
2. In addition to complying with the provisions of laws on managing and investing state capital in enterprises as stipulated in paragraph 1, the Vietnam Stock Exchange and the Vietnam Depository and Clearing Corporation must clearly identify potential conflicts of interest that may arise when conducting investments, measures to control such conflicts of interest, and report to the competent authority for decision-making before implementing investment activities. The authority to decide on investments is carried out in accordance with the provisions of laws on managing and investing state capital in enterprises, the Vietnam Stock Exchange's organizational and operational regulations, the Vietnam Depository and Clearing Corporation's organizational and operational regulations, and relevant legal provisions.

 

Article 3. Investment Activities

1. The Vietnam Stock Exchange and the Vietnam Depository and Clearing Corporation shall carry out investment activities in accordance with the provisions of laws on state capital management and investment in enterprises.

2. In addition to complying with the provisions of laws on state capital management and investment in enterprises as stipulated in Clause 1 of this Article, the Vietnam Stock Exchange and the Vietnam Depository and Clearing Corporation shall clearly identify potential conflicts of interest that may arise when conducting investments, measures to control such conflicts of interest, and report to the competent authority for review and decision before implementing the investment activities. The authority to decide on investments is determined in accordance with the provisions of laws on state capital management and investment in enterprises, the Articles of Association and Regulations Governing Operations of the Vietnam Stock Exchange, the Articles of Association and Regulations Governing Operations of the Vietnam Depository and Clearing Corporation, and relevant laws.

Article 4. Revenue

1. The Vietnam Stock Exchange manages revenue and other income in accordance with the provisions of laws governing state capital investment in enterprises. The revenue of the Vietnam Stock Exchange includes:

a) Revenue from business operations as provided by law, including revenue from member management activities; market organization activities; and other business operation revenue as provided by law.

b) Revenue from service provision activities including revenue from information service provision; infrastructure technology services for the securities market; and other services as provided by law.

c) Revenue and income from investment capital operations in subsidiaries include post-tax profit remaining after establishment of funds at the subsidiary, gain from difference between shareholders' equity and registered capital of the subsidiary; financial activity revenue and other income as provided by law.

2. The Vietnam Clearing Corporation manages revenue and other income in accordance with the provisions of laws governing state capital investment in enterprises. The revenue of the Vietnam Clearing Corporation includes:

a) Revenue from business operations as provided by law, including revenue from registration, member management activities; revenue from securities registration, partial cancellation of securities registration, adjustment of registered securities information quantity; revenue from securities custody; revenue from securities transfer; revenue from rights exercise; revenue from non-system trading rights ownership transfer; revenue from securities lending and borrowing services; revenue from government bond principal, interest, and repurchase payment settlement; revenue from clearing and settlement transactions, position management, position transfer, collateral asset management, post-trade error handling; revenue from registration of security pledge for registered securities at the Vietnam Clearing Corporation; revenue from securities freezing service as requested by investors; revenue from custody and trading of greenhouse gas emission allowances, carbon credits, and other business operations as provided by law.

b) Revenue from service provision activities including revenue from information service provision; other services as provided by law.

c) Revenue and income from investment capital operations in subsidiaries include post-tax profit remaining after establishment of funds at the subsidiary, gain from difference between shareholders' equity and registered capital of the subsidiary; financial activity revenue and other income as provided by law.

d) In addition to financial activity revenue and other income as provided by law, the Vietnam Clearing Corporation may account for interest income generated from agency dividend payment settlement activities, government bond principal, interest, and repurchase payment settlement, government-guaranteed bonds, local government bonds, other securities, and rights exercise.

Article 5. Expenses

1. The Vietnam Stock Exchange and the Vietnam Securities Depository and Clearing Corporation shall manage expenses in accordance with the laws governing state capital investment in enterprises, tax laws, and other relevant laws.

2. The Vietnam Securities Depository and Clearing Corporation may include the following special expense items when determining taxable income:

a) Expenses for establishing the Business Risk Fund as prescribed by securities law. Such expenses are recorded quarterly. Any unused balance at the end of the fiscal year is carried over to the next year for further use.

b) Expenses related to transferring subsidiaries of the Vietnam Stock Exchange in connection with transactions involving the transfer of ownership rights in securities not through a stock exchange trading system.

Article 6. Evaluation and Classification of Enterprises

1. The Vietnam Stock Exchange and the Vietnam Securities Depository and Clearing Corporation shall conduct evaluations and classifications of enterprises in accordance with the laws governing enterprise evaluation and classification where the state holds 100% equity.

2. When conducting evaluations and classifications, in addition to factors excluded as prescribed by the laws governing enterprise evaluation and classification where the state holds 100% equity, the Vietnam Stock Exchange and the Vietnam Securities Depository and Clearing Corporation may exclude the impact of the following factors:

a) Changes in national policies that affect the revenue of the Vietnam Stock Exchange as provided in point b of this clause and the revenue of the Vietnam Securities Depository and Clearing Corporation as provided in point c of this clause.

b) For the Vietnam Stock Exchange, changes in revenue from business operations, income, and investment returns from investing in subsidiaries due to factors such as: number of members of the Vietnam Stock Exchange; number of listed companies, number of registered trading companies; volume of securities traded and transaction prices; value of winning bonds, bond issuance plans, and scale of capital raising through bond issuance; value of bond transactions; value of non-trading system ownership rights transfers; volume of derivative securities transactions; volume of other securities transactions as prescribed by securities law; revenue from auctioning, competitive bidding, and bookkeeping activities; revenue from organizing domestic carbon trading markets; and revenue from organizing other market activities.

c) For the Vietnam Securities Depository and Clearing Corporation, changes in business operation revenue due to fluctuations in factors such as: volume of securities deposited during the year; value of registered securities (initial registration) during the year and number of additional registrations; principal and interest payments, buyback values of government bonds, guaranteed bonds, local government bonds; number of exercise rights and corresponding shareholders for each exercise; number of transfers and value of securities transfers; value of non-trading system ownership rights transfers; number of registered members, custodial members, and offsetting members; number of contracts and value of securities lending and borrowing; end-of-day margin balance, value of collateralized securities transactions, and volume of derivative securities positions; number of post-trade error resolution transactions; number of security pledge registration applications; value of pledged securities; volume of greenhouse gas emission allowances deposited during the year; number of transfers and volumes of greenhouse gas emission allowances and carbon credits; changes in investment income from subsidiaries due to objective factors when providing services as prescribed by securities law.

Article 7. Management of Companies Wholly Owned by the Vietnam Stock Exchange and the Vietnam Depository and Clearing Corporation

1. The Vietnam Stock Exchange and the Vietnam Depository and Clearing Corporation shall manage companies wholly owned by them in accordance with enterprise law, laws on state capital investment and management at enterprises, securities law, and provisions of this Decree.

2. The Vietnam Stock Exchange and the Vietnam Depository and Clearing Corporation shall provide comments on the issuance of financial regulations for subsidiaries. Financial management regulations for subsidiaries must include the following basic contents:

a) Registered capital, fundraising, and investment outside.

b) Investment, leasing, hire purchase, mortgage, pledge, purchasing, selling of fixed assets, asset management.

c) Revenue and expenses of the subsidiary company. Specifically, the subsidiary company of the Vietnam Stock Exchange shall be accounted for as financial activity revenue with respect to interest income from deposits related to securities auction activities; the subsidiary company of the Vietnam Depository and Clearing Corporation shall be treated as an expense when determining taxable income by setting aside a risk reserve fund in accordance with securities law.

d) Distribution of after-tax profits and establishment of various funds.

e) Other contents as required for management.

3. The Vietnam Stock Exchange and the Vietnam Depository and Clearing Corporation shall be responsible for developing, issuing regulations and procedures, and implementing internal supervision, financial supervision, and inspection and evaluation of the performance of companies wholly owned by them in accordance with these regulations and enterprise laws on state capital investment management.

 

Chapter III

RESPONSIBILITIES OF RELEVANT AGENCIES AND IMPLEMENTATION ORGANIZATIONS

 

Article 8. Responsibilities of the Vietnam Stock Exchange and the Vietnam Depository and Clearing Corporation

1. Adhere to regulations on financial management mechanisms, enterprise evaluation, reporting, and disclosure in accordance with the Enterprise Law on State Capital Investment Management, Securities Law, relevant guidelines, and this Decree.

2. Subject to supervision and inspection by state-owned asset representative agencies and subject to supervision, auditing, and inspection by competent state authorities regarding financial work.

3. Supervise, inspect, and manage capital of the enterprises they invest in at subsidiaries; implement internal supervision according to enterprise laws on state capital investment management.

Article 9. Responsibilities of the Ministry of Finance

1. Exercise rights and responsibilities as a state-owned asset representative agency for the Vietnam Stock Exchange and the Vietnam Depository and Clearing Corporation in accordance with the Enterprise Law on State Capital Investment Management, relevant guidelines, and this Decree.

2. Evaluate compliance with regulations to present to the Government for promulgation, amendment, supplementation, or replacement of financial management mechanisms, enterprise evaluation systems for the Vietnam Stock Exchange and the Vietnam Depository and Clearing Corporation.

Article 10. Scope of Application and Implementation

1. This Decree takes effect from June 22, 2026, and applies from the fiscal year 2026.

2. The Decree No. 59/2021/NĐ-CP dated June 18, 2021, of the Government on certain specific provisions regarding financial management mechanisms, evaluation of operational effectiveness for the Vietnam Securities Exchange, Vietnam Depository and Clearing Corporation, shall cease to have effect from the date this Decree takes effect.

3. The phrase "Point b, Point c, Clause 2, Article 6 of Decree No. 59/2021/NĐ-CP dated June 18, 2021, of the Government on certain specific provisions regarding financial management mechanisms, evaluation of operational effectiveness for the Vietnam Securities Exchange, Vietnam Depository and Clearing Corporation" in Clause 3, Article 12 of Decree No. 248/2025/NĐ-CP dated July 25, 2025, of the Government on the remuneration system, allowances, bonuses for direct representatives of the state owner, representatives of state capital and supervisors in state-owned enterprises shall be amended to "Point b, Point c, Clause 2, Article 6 of Decree No. 145/2026/NĐ-CP dated May 5, 2026, of the Government on certain provisions regarding financial management mechanisms, evaluation and classification of enterprises for the Vietnam Securities Exchange, Vietnam Depository and Clearing Corporation".

4. The Minister of Finance, the Council of Members, the General Director of the Vietnam Securities Exchange, Vietnam Depository and Clearing Corporation, and relevant organizations and individuals are responsible for implementing this Decree.