Circular No. 197/2015/TT-BTC on securities practice

CIRCULAR
Regulations on securities practice

                                 

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;

Based on the Enterprise Law dated November 26, 2014;

WHEREAS, 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;

WHEREAS, Decree No. 60/2015/NĐ-CP dated June 26, 2015 of the Government amending and supplementing certain provisions of 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. 42/2015/NĐ-CP dated May 5, 2015 of the Government on derivative securities and the derivative securities market;

Pursuant to Decree No. 215/2013/NĐ-CP dated December 23, 2013, promulgated by the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

At the proposal of the Chairman of the State Securities Commission;

The Minister of Finance issues this Circular on regulations regarding securities practice.

Section 1

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

2. Applicability:

This Circular stipulates on:

a) Issuing, revoking, and reissuing securities practice certificates;

b) Training for issuance of specialized securities certificates and organizing examinations for issuance of securities practice certificates;

c) Managing and supervising securities practitioners at organizations employing securities practitioners.

第二条 组织和实施奖励工作的支出水平，如政府第152/2025/NĐ-CP号决定关于分级授权和奖励领域的分权规定

a) Individuals applying for a securities practice certificate, participating in courses for issuance of specialized securities certificates, and participating in examinations for issuance of securities practice certificates;

b) Securities practitioners and organizations employing securities practitioners;

c) The State Securities Commission;

d) The Center for Scientific Research and Securities Training; training institutions affiliated with universities linked to the Center for Scientific Research and Securities Training;

e) Organizations and individuals related thereto.

Article 2. Explanation of terms

1. Securities practitioner is an individual who has been issued a securities practice certificate by the State Securities Commission and is working at a securities company, fund management company, or investment securities company.

2. Securities practice certificate is a credential confirming that the named individual meets the professional requirements to work at a legally operating securities company, fund management company, or investment securities company within the territory of the Socialist Republic of Vietnam.

3. Securities professional certificate is a certificate issued by the Center for Scientific Research and Securities Training under the State Securities Commission, confirming that the named individual has met the requirements in securities and securities market professional knowledge tests.

4. Copy includes copies issued from original books, certified copies, and uncertified copies. In cases where the document is an uncertified copy, the applicant must present the original for verification.

5. is a dossier containing all required documents with complete and accurate declarations in accordance with the law. is a complete set of documents with contents declared accurately and fully in accordance with the provisions of this Circular.

6. Organizations employing securities practitioners includes securities companies, fund management companies, and investment securities companies.

7. Work experience in the financial and banking sector is the time spent working in financial, accounting, and investment departments in enterprises, units, and organizations not operating in the financial, banking, insurance, securities, or auditing sectors, or in business operations, financial, and accounting departments in enterprises, units, and organizations operating in the financial, banking, insurance, securities, or auditing sectors.

Section 2

ISSUANCE, REVOCATION, AND REISSUANCE OF SECURITIES PRACTICE CERTIFICATES

Article 3. Types of securities practice certificates

1. Securities practice certificates include the following types:

a) Securities Brokerage Practice Certificate;

b) Financial Analysis Practice Certificate;

c) Fund Management Practice Certificate.

2. A securities practice certificate is only valid when the holder works at a securities company, fund management company, or investment securities company and such company reports the holder's employment to the State Securities Commission. The securities practice certificate is issued without a term limit, except in cases of revocation as provided for in Clause 1 of Article 6 of this Circular.

Article 4. Conditions for Issuing Securities Business Certificates

1. The Securities Brokerage Certificate shall be issued to individuals meeting the following conditions:

a) Having full legal capacity and civil conduct capacity; not being in the situation of having to serve a prison sentence or being prohibited from engaging in business by the Court;

including certificates: Basic issues about securities

c) Meeting the requirements in the examination for issuing securities business certificates corresponding to the type of securities business certificate requested;

d) Possessing specialized certificates on securities, including: Basic Issues on Securities and the Securities Market certificate, Securities Law certificate, Securities Analysis and Investment certificate, Securities Brokerage and Investment Advisory certificate.

2. The Financial Analysis Certificate shall be issued to individuals meeting the following conditions:

a) Conditions as provided in Clause 1 of this Article;

b) Possessing specialized certificates: Financial Advisory and Securities Underwriting certificate, Corporate Financial Statement Analysis certificate.

3. The Fund Management Certificate shall be issued to individuals meeting the following conditions:

a) The conditions stipulated in Clause 2 of this Article;

b) Possessing a specialized certificate in Fund Management and Assets;

c) Having at least three (03) years of work experience in the financial or banking sector, or holding one of the international certificates CFA (Chartered Financial Analyst), CIIA (Certified International Investment Analyst), ACCA (Association of Chartered Certified Accountants), CPA (Certified Public Accountants).

4. Cases where specialized certificates on securities as prescribed in Clauses 1, 2, and 3 of this Article are exempted:

a) Individuals with the international certificate CIIA (Certified International Investment Analyst) or confirmation of passing the international CFA level II (Chartered Financial Analyst level II) or higher are exempted from the Basic Issues on Securities and the Securities Market certificate, Securities Analysis and Investment certificate, Corporate Financial Statement Analysis certificate;

b) Individuals with the international certificate ACCA (Association of Chartered Certified Accountants), CPA (Certified Public Accountants) or auditing certificate, accounting practice certificate issued by the Ministry of Finance, or confirmation of passing the international CFA level I (Chartered Financial Analyst level I), CIIA level I (Certified International Investment Analyst level I) are exempted from the Basic Issues on Securities and the Securities Market certificate, Corporate Financial Statement Analysis certificate;

c) Individuals with a legally valid securities business certificate abroad or equivalent documentation proving that they are legally permitted to engage in securities business abroad are exempted from all specialized certificates on securities.

Article 5. Documents and Procedures for Issuing Securities Business Certificates

1. The application package for issuing securities business certificates includes:

a) Application for issuing a securities business certificate (in accordance with the form prescribed in Appendix I of this Circular);

b) Personal information sheet of the applicant for the securities business certificate confirmed by the organization using the securities practitioner or certified by an authorized organization (in accordance with the form prescribed in Appendix II of this Circular) within six (06) months from the date the State Securities Commission receives the application;

c) Criminal record sheet issued by the competent authority within six (06) months from the date the State Securities Commission receives the application, accompanied by a copy of the identity card or passport still in effect;

d) Copy of the bachelor's, master's, or doctoral degree diploma;

đ) Copy of the legally valid securities business certificate abroad or equivalent documentation proving that the individual is legally permitted to engage in securities business abroad (if any);

e) Copies of specialized certificates on securities or diplomas exempted from specialized certificates on securities as prescribed in Clause 4 of Article 4 of this Circular;

g) Notification from the State Securities Commission regarding the results of the examination corresponding to the type of securities business certificate requested;

h) Two (02) photographs measuring 4cm x 6cm taken within six (06) months from the date the State Securities Commission receives the application;

i) In the case of applying for a fund management business certificate, the following must be added:

- A document confirming the number of years worked and position held by the applicant for the securities business certificate provided by organizations where the applicant has previously worked or currently works; or

- Copy of the international CFA, CIIA, ACCA, CPA certificate.

2. The application package for issuing securities business certificates shall be compiled into one (01) set submitted directly to the State Securities Commission or sent via postal service. In the case of sending via postal service, copies of documents must be certified true copies or copies issued from the original book. The application package for issuing securities business certificates will not be returned, even in cases where the certificate is not issued.

In the case of documents written in a foreign language, these documents must be officially translated into Vietnamese by authorized organizations according to Vietnamese law. For foreign individuals applying for a securities business certificate, documents issued or confirmed by foreign government authorities must be legalized within six (06) months from the date the State Securities Commission receives the application.

3. Within seven (07) days from the date of receiving a complete application, the State Securities Commission shall issue a decision on issuing the securities business certificate and notify the applicant to pay the fee. In the case of rejection, the State Securities Commission must provide a written response stating the reasons for rejection.

4. In case the application file for issuance of a securities practice certificate is not valid, within five (05) working days from the date of receipt of the application file, the State Securities Commission shall notify the applicant to amend and supplement the application file. The applicant for a securities practice certificate must complete the application file within sixty (60) days from the date of receipt of the notification to amend and supplement the application file from the State Securities Commission. After this period, the previously submitted application file for issuance of a securities practice certificate will no longer be valid.

5. Within three (03) years from the date the State Securities Commission notifies the payment of the fee for issuance of a securities practice certificate, if the person granted the securities practice certificate does not proceed with the procedures to receive the certificate, the State Securities Commission shall issue a decision to revoke the issued securities practice certificate.

Article 6. Revocation of a securities practice certificate

1. A securities practice certificate shall be revoked in cases prescribed in Clause 1, Article 80 of the Securities Law.

2. Within five (05) days from the date of receipt of the decision to revoke the securities practice certificate from the State Securities Commission, the person granted the certificate must return the securities practice certificate to the State Securities Commission.

Article 7. Reissuance of a securities practice certificate

1. Cases eligible for reissuance of a securities practice certificate:

a) The securities practice certificate has been revoked according to point a and c, Clause 1, Article 80 of the Securities Law or is damaged or lost;

b) Personal information recorded in the securities practice certificate changes (such as ID card number, passport number, nationality, name, date of birth).

2. Application file for reissuance of a securities practice certificate:

a) For cases where the securities practice certificate has been revoked according to point a and c, Clause 1, Article 80 of the Securities Law, the application file for reissuance of a securities practice certificate includes the documents prescribed in Clause 1, Article 5 of this Circular, wherein the Application for Issuance of a Securities Practice Certificate is replaced by the Application for Reissuance of a Securities Practice Certificate (in accordance with the model prescribed in Appendix III of this Circular).

b) For cases where the securities practice certificate is lost, damaged, or personal information recorded in the securities practice certificate changes, the application file for reissuance of a securities practice certificate includes:

- Application for Reissuance of a Securities Practice Certificate (in accordance with the model prescribed in Appendix III of this Circular);

- A copy of the ID card or passport still in effect;

- Two (02) photographs measuring 4cm x 6cm taken within six (06) months prior to the date the State Securities Commission receives the application file;

- The securities practice certificate issued by the State Securities Commission, except in cases where reissuance is requested due to loss of the certificate.

3. Procedures and formalities for reissuance of a securities practice certificate:

The procedures and formalities for reissuance of a securities practice certificate shall be carried out in accordance with the provisions of Clauses 2, 3, 4, and 5, Article 5 of this Circular.

Article 8. Fees for Issuance and Reissuance of a Securities Practice Certificate

Applicants for issuance and reissuance of a securities practice certificate must pay the fees for issuance and reissuance of a securities practice certificate in accordance with the laws on fees and charges.

Section 3

ISSUANCE OF SPECIALIZED CERTIFICATES ON SECURITIES AND ORGANIZATION

CONDUCTING EXAMINATION FOR ISSUANCE OF A SECURITIES PRACTICE CERTIFICATE

Article 9. Stock Professional Certificate Courses

1. Courses for obtaining securities professional certificates include:

a) Basic Issues in Securities and the Securities Market course;

b) Securities and Securities Market Law course;

c) Securities Analysis and Investment course;

d) Securities Brokerage and Investment Advisory course;

đ) Financial Advisory and Securities Issuance Guarantee course;

e) Corporate Financial Statement Analysis course;

g) Fund Management and Asset Management course;

h) Derivatives Securities and Derivatives Securities Market course.

2. The courses prescribed in Clause 1 of this Article shall be organized by the Securities Science Research and Training Center under the State Securities Commission or by training institutions affiliated with universities that have training linkages with the Securities Science Research and Training Center.

3. The stock professional certificates shall be issued to students by the Securities Science Research and Training Center within fifteen (15) days following their successful completion of the professional qualification examinations (including those who have completed the courses organized by training institutions affiliated with universities that have training linkages with the Securities Science Research and Training Center).

4. The State Securities Commission shall approve the curricula and training programs for the courses prescribed in Clause 1 of this Article.

5. Cases where individuals are exempted from participating in specialized courses but must take the professional qualification examination to obtain a stock professional certificate:

a) Individuals holding a bachelor's degree or higher in economics shall be exempted from the course on basic issues related to stocks and the securities market;

b) Individuals holding a bachelor's degree or higher in law shall be exempted from the course on securities laws and regulations.

Article 10. Examination Organization

1. The State Securities Commission shall organize examinations for the issuance of securities professional practice certificates at least twice annually.

2. The examination for the issuance of securities professional practice certificates consists of two parts: Vietnamese securities laws and professional knowledge. In cases where candidates fail one part, they are permitted to retake the failed part within one (01) year from the date the State Securities Commission announces the first examination results. Beyond this period, candidates must retake both parts.

3. The State Securities Commission shall issue examination rules and procedures for reviewing examination papers for the issuance of securities professional practice certificates in accordance with the provisions of this Circular.

Article 11. Conditions for Participation in Examinations

1. Individuals participating in the examination for the issuance of securities professional practice certificates must hold the requisite stock professional certificates or have completed the stock professional certificate courses or possess equivalent qualifications exempting them from such certificates in accordance with the provisions of Article 4 of this Circular.

2. Foreign individuals holding a valid securities professional practice certificate from abroad or documentation proving their lawful practice of securities in another country, or holding a stock market professional certificate, need only take the examination on Vietnamese securities laws.

3. Candidates for the examination must submit an application for participation in the examination in accordance with the provisions of Article 12 of this Circular and pay the full examination fee as required.

Article 12. Application for Participation in Examinations

1. An application form for participation in the examination for the issuance of securities professional practice certificates (in accordance with the model specified in Appendix IV of this Circular).

2. A copy of the national identity card or passport still in effect.

3. Two (02) photographs measuring 4cm x 6cm taken within six (06) months prior to the submission of the examination application, along with two (02) envelopes with stamps affixed, clearly marked with the candidate's name and address for receiving examination results (for those opting to receive examination results via written correspondence).

Article 13. Examination Results

1. Within fifteen (15) days from the end date of the examination period, the State Securities Commission shall approve the examination results and announce them on the electronic information website of the Securities Science Research and Training Center under the State Securities Commission.

2. The examination results for obtaining a securities business practice certificate are valid for one (01) year from the date the State Securities Commission announces the examination results. In cases where candidates retake part of the examination, the validity period of the examination results shall be calculated from the date the State Securities Commission announces the final retake examination results.

Section 4

SECURITIES PROFESSIONALS AND ORGANIZATIONS USING THEM

SECURITIES PROFESSIONALS

Article 14. Principles of Securities Business Practice

1. A person holding a Securities Brokerage Practice Certificate may engage in securities brokerage and investment advisory activities.

2. A person holding a Financial Analysis Practice Certificate may engage in securities brokerage, investment advisory, proprietary trading, and underwriting activities.

3. A person holding a Fund Management Practice Certificate may engage in securities brokerage, investment advisory, proprietary trading, underwriting, portfolio management, and fund management activities.

4. A person holding one (01) of the three (03) types of securities practice certificates as stipulated in Article 3 of this Circular and possessing a Derivatives and Derivatives Market Professional Certificate may engage in derivative-related activities at a securities business organization.

5. A person holding a securities practice certificate may only work in one (01) securities business department at one (01) time.

Article 15. Responsibilities of Securities Professionals

1. Except in cases where they are appointed as representatives of capital contributions or members of the board of directors, board of members, or supervisory board of an organization that owns a securities business organization or receives investment capital from a securities business organization, securities professionals shall not:

a) Work simultaneously for another organization with ownership relations with the securities company or fund management company where they are employed;

b) Work simultaneously for another securities company or fund management company;

c) Simultaneously serve as the director (general director) of an organization issuing securities to the public or listed organization.

2. A securities professional working for a securities company may only open a securities trading account for themselves at the same securities company where they are employed, except when the securities company is not a member of the Stock Exchange.

3. Securities professionals shall not use customers' money or securities in their accounts without written authorization from the securities company based on customer agency agreements.

4. Securities professionals must adhere to the ethical rules of securities business practice.

5. Securities professionals must participate in training courses on laws, trading systems, and new types of securities organized by the State Securities Commission and the Stock Exchange.

6. Securities professionals must report to the State Securities Commission upon loss of their securities practice certificate, discovery of its loss, or changes to personal identification information in the securities practice certificate (as specified in Appendix V of this Circular).

Article 16. Responsibilities of organizations using securities practitioners and legal representatives of such organizations

1. Arrange and utilize securities practitioners in accordance with the type of securities practice certificate they have been issued.

2. Supervise securities practitioners to ensure compliance with legal regulations on securities.

3. Notify the State Securities Commission within two (02) working days (in the form prescribed in Appendix VI of this Circular) from the date of signing a labor contract, terminating a labor contract with a person holding a securities practice certificate, or discovering a violation of securities laws and the securities market by a securities practitioner, accompanied by a copy of the labor contract, recruitment decision (in the case of hiring), termination decision of the labor contract (in the case of resignation), or a record of the discovery of the securities practitioner's violation (if any).

4. The legal representative of the organization using securities practitioners shall be responsible for signing, clearly writing their name, and affixing a seal on the attached appendix of the securities practice certificate immediately after the securities practitioner is accepted for work or leaves the company.

5. Before January 20 each year, the organization using securities practitioners must report to the State Securities Commission about the employees who have been granted a securities practice certificate and worked at the company in the preceding year (in the form prescribed in Appendix VII of this Circular).

Article 17. Handling Violations

Securities practitioners and organizations using securities practitioners who violate the provisions of this Circular will be subject to penalties under current laws.

Section 5

IMPLEMENTATION

Article 18. Implementation Organization

1. This Circular takes effect from January 25, 2016, and replaces Decision No. 15/2008/QĐ-BTC dated March 27, 2008, of the Minister of Finance promulgating the Securities Practice Regulations, and Circular No. 147/2012/TT-BTC dated September 10, 2012, of the Minister of Finance amending and supplementing certain articles of the Securities Practice Regulations promulgated together with Decision No. 15/2008/QĐ-BTC dated March 27, 2008, of the Minister of Finance.

2. During implementation, if there are any difficulties, it is recommended that relevant organizations and individuals reflect these issues to the Ministry of Finance for research, guidance, and resolution./