Circular No. 20/2025/TT-BTC amends and supplements certain provisions of Circular No. 51/2021/TT-BTC dated June 30, 2021, issued by the Minister of Finance guiding the obligations of organizations and individuals in foreign investment activities on the Vietnamese securities market.

CIRCULAR

Amending and supplementing certain Articles of Circular No. 51/2021/TT-BTC dated June 30, 2021, issued by the Minister of Finance guiding the obligations of organizations and individuals in foreign investment activities on the Vietnamese securities market

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

Pursuant to the Law amending and supplementing certain provisions of the Securities Law, Accounting Law, Independent Auditing Law, State Budget Law, Management and Use of State Financial Resources Law, Tax Administration Law, Personal Income Tax Law, National Reserve Law, Administrative Violation Handling Law promulgated on November 29, 2024;

Pursuant to Decree No. 155/2020/NĐ-CP dated December 31, 2020 of the Government detailing the implementation of certain provisions of the Securities Law;

Pursuant to the Decree No. 29/2025/NĐ-CP dated February 24, 2025 of 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 amending and supplementing certain Articles of Circular No. 51/2021/TT-BTC dated June 30, 2021, issued by the Minister of Finance guiding the obligations of organizations and individuals in foreign investment activities on the Vietnamese securities market.

Article 1. Amending and supplementing certain Articles of Circular No. 51/2021/TT-BTC dated June 30, 2021, issued by the Minister of Finance guiding the obligations of organizations and individuals in foreign investment activities on the Vietnamese securities market

1. Amending and supplementing Clause 1, Clause 3, Clause 4 of Article 3 as follows:

"1. Foreign investors who open indirect investment capital accounts according to the laws on foreign exchange management shall open an indirect investment capital account at one authorized foreign exchange trading bank to carry out investment activities on the Vietnamese securities market. Issuers of depositary receipts abroad shall open an indirect investment capital account at one authorized foreign exchange trading bank to carry out issuance, cancellation of depositary receipts and other related activities as prescribed by law."

3. All money transfers for transactions, investments, and other payments related to foreign investors' securities investment activities under the indirect investment capital account opening regulations according to the laws on foreign exchange management and the activities of issuers of depositary receipts abroad, receiving and using dividends, interest paid, purchasing foreign currency to transfer abroad (if applicable), and other related transactions must be conducted through the indirect investment capital account.

4. The establishment, closure, use, change of name, and management of indirect investment capital accounts shall be carried out in accordance with the laws on foreign exchange management".

2. Amending and supplementing Point b Clause 3 of Article 5 as follows:

"b) The group of related foreign investors shall designate one depositary participant or one securities company or one fund management company or their representative office (if any) or one qualified organization or authorize one individual to fulfill the obligation of reporting ownership and disclosing information according to the laws on information disclosure on the securities market.

Notification of designation or change of the organization or individual responsible for fulfilling the obligation of reporting ownership and disclosing information must be submitted to the Securities Commission and the subsidiary of the Vietnam Stock Exchange within 24 hours from the date the designation or authorization takes effect, accompanied by a valid copy of the business registration certificate or the enterprise registration certificate or the fund registration certificate or other equivalent legal documents of the designated organization; or accompanied by a valid copy of the passport still in force or other legally recognized personal identification for the case of foreign individuals authorized."

3. Amending and supplementing Clause 10 of Article 7 as follows:

"10. Reports required under Clauses 1, 2, 3, 4, 5, 6, and 7 of this Article shall be submitted electronically via the Securities Commission's foreign investor activity management system and must be stored for a minimum period of five years.

In cases where reports cannot be submitted through the Securities Commission's foreign investor activity management system due to force majeure such as network or server failures, inability to use digital certificates, and other force majeure reasons, the reporting entities shall be responsible for submitting paper reports accompanied by electronic data files and notifying the Securities Commission of the reasons for not being able to submit reports through the system. As soon as the force majeure situation is resolved, the reporting entity shall be responsible for fully reporting through the Securities Commission's foreign investor activity management system."

Article 2. Implementation clause

1. This Circular takes effect from June 20, 2025.

2. The Securities Commission, Vietnam Securities Depository Corporation, Vietnam Stock Exchange, subsidiaries, securities companies, fund management companies, branches of foreign fund management companies in Vietnam, depositary participants, clearing members, issuers of depositary receipts abroad, and related organizations and individuals are responsible for implementing this Circular./.