Consolidated Document number 39/VBHN-BTC guiding the initial public offering of shares and the management and use of funds received from the equitization of state-owned enterprises and limited liability companies with 100% state capital converted into joint-stock companies.

CIRCULAR[1]

Guidelines for the operation of representative offices and branches of securities companies and foreign fund management companies in Vietnam
securities companies and foreign fund management companies in Vietnam

^{____________________}

Circular No. 97/2020/TT-BTC dated November 16, 2020, issued by the Minister of Finance, guiding the operation of representative offices and branches of securities companies and foreign fund management companies in Vietnam, effective from January 1, 2021, amended and supplemented by:

1. Circular No. 43/2023/TT-BTC dated June 27, 2023, issued by the Minister of Finance, amending and supplementing certain articles of Circulars stipulating the submission, presentation, and declaration of information on household registration books, temporary residence books, or local administrative confirmation documents when implementing policies or administrative procedures under the Ministry of Finance's jurisdiction, effective from June 27, 2023;

2. Circular No. 88/2025/TT-BTC dated September 3, 2025, issued by the Minister of Finance, amending and supplementing certain articles of Circulars governing reporting systems applicable to securities investment fund management companies, representative offices, and branches of securities companies, foreign fund management companies in Vietnam, effective from October 20, 2025.

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

Pursuant to Decree No. 87/2017/NĐ-CP dated July 26, 2017, issued 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 to guide the operation of representative offices and branches of securities companies and foreign fund management companies in Vietnam.[2]

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

1. This Circular guides the operation of representative offices and branches of securities companies and foreign fund management companies in Vietnam.

2. The subjects to which this Circular applies include:

a) Representative offices and branches of securities companies and foreign fund management companies in Vietnam;

b) Individuals and organizations related to the activities of representative offices and branches of securities companies and foreign fund management companies in Vietnam.

Article 2. Interpretation of Terms

In this Circular, the following terms are understood as follows:

1. Certified copy is a copy issued from the original book or a certified copy by an authorized agency or organization or a copy that has been verified to match the original.

2. Vietnam Vegetable Oil Fragrance and Cosmetics Corporation is a state-owned enterprise directly under the Ministry of Industry, organized and operating under the parent company - subsidiary model pursuant to Decision No. 175/2004/QĐ-BCN dated December 23, 2004 of the Minister of Industry. is a securities business organization established abroad that registers to operate a representative office or to establish a branch in Vietnam. The parent company is responsible under Vietnamese law for all activities and obligations arising from the operations of the representative office or branch in Vietnam.

3. Branches of securities companies and foreign fund management companies in Vietnam are dependent units of securities companies and foreign fund management companies, without legal personality, established in accordance with Vietnamese law, and the parent company is responsible under Vietnamese law for all their activities in Vietnam.

4. Branch Manager is the head of the branch of a securities company or foreign fund management company in Vietnam.

5. Representative office of a securities company or foreign fund management company in Vietnam is a dependent unit of a securities company or foreign fund management company, without legal personality, established in accordance with Vietnamese law.

6. Head of Representative Office is the head of the representative office of a securities company or foreign fund management company in Vietnam.

7. The authorized representative of a foreign securities business organization is:

a) Chairman of the Board of Directors, Chairman of the Board of Members, Chairman of the Company, Chief Executive Officer, or General Director of the foreign securities business organization, or owner of the foreign securities business organization;

b) Persons authorized in writing by the entities specified in point a of this clause;

c) Persons having sufficient authority under the Articles of Association of the foreign securities business organization to sign documents prescribed in this Circular and perform related tasks within the scope of their assigned authority.

8. Country of Origin is the country or territory where the parent company was established and has its principal place of business.

Article 3. Office location of representative office, branch

1. The office location of the representative office, branch of foreign securities company, fund management company in Vietnam shall be located on the territory of Vietnam, serving as the contact address for the representative office, branch of the foreign securities company, fund management company, with a defined address, telephone number, fax number, email (if any), and must comply with the provisions of Vietnamese law regarding security, public order, labor safety, and related laws.

2. The representative office, branch of the foreign securities company, fund management company in Vietnam shall not lend or sublet its office location.

Article 4. Transaction Language

Official transaction documents of foreign securities business organizations, representative offices, branches of foreign securities companies, fund management companies in Vietnam must be in Vietnamese or simultaneously in Vietnamese and a commonly used foreign language.

Article 5. Name of Representative Office, Branch of Foreign Securities Company, Fund Management Company in Vietnam

1. The name of the representative office, branch of the foreign securities company, fund management company in Vietnam must be written using letters from the Vietnamese alphabet, including the letters F, J, Z, W, digits, and symbols.

2. The name of the representative office, branch of the foreign securities company, fund management company in Vietnam must include the name of the foreign securities company, fund management company and must comply with the following principles:

a) Comply with the provisions of the Enterprise Law, the Commercial Law, and related laws;

b) The name of the representative office shall be arranged in the order "Representative Office - Name of the foreign securities company, fund management company - in province/city directly under the central government";

c) The name of the branch shall be arranged in the order "Branch - Name of the foreign securities company, fund management company - in Vietnam".

3. The name of the representative office, branch of the foreign securities company, fund management company in Vietnam must be displayed at the office location of the representative office, branch.

Article 6. Responsibilities of the Head of Representative Office, Branch Manager

1. The Head of Representative Office, Branch Manager of the foreign securities company, fund management company in Vietnam shall be responsible before Vietnamese law and the parent company for their own activities and those of the representative office, branch within the scope authorized by the parent company.

2. The Head of Representative Office, Branch Manager of the foreign securities company, fund management company in Vietnam must delegate in writing to another person in the representative office, branch to exercise the rights and obligations of the Head of Representative Office, Branch Manager according to the law when leaving Vietnam after obtaining approval from the parent company. The maximum delegation period is 90 days. The Head of Representative Office, Branch Manager still bears responsibility for the execution of delegated rights and obligations.

3. In cases where the delegation period expires as stipulated in Clause 2 of this Article and the Head of Representative Office, Branch Manager has not returned to Vietnam and there is no other delegation, the delegatee must notify the parent company. Upon receiving the notification from the delegatee, the parent company has the responsibility to notify the State Securities Commission about the current Head of Representative Office, Branch Manager and the appointment of a new Head of Representative Office, Branch Manager (if applicable). The delegatee has the right to continue exercising the rights and obligations of the Head of Representative Office, Branch Manager within the scope of the delegation, with maximum validity for up to 30 days after obtaining approval from the parent company.

4. The parent company must appoint a new Head of Representative Office, Branch Manager in the following cases:

a) The Head of Representative Office, Branch Manager of the foreign securities company, fund management company in Vietnam is absent from Vietnam for more than 30 consecutive days without delegating to another person to perform the rights and obligations of the Head of Representative Office, Branch Manager;

b) The Head of Representative Office, Branch Manager of the foreign securities company, fund management company in Vietnam is absent from Vietnam for more than 90 consecutive days;

c) The Head of Representative Office, Branch Manager dies, goes missing, is detained, sentenced to imprisonment, is restricted or loses civil capacity.

5. The Head of Representative Office, staff at the representative office may not concurrently hold the following positions:

a) Branch Manager of the parent company, Head of Representative Office, staff of the representative office, branch of another foreign organization in Vietnam;

b) Legal representative, General Director (Director), Deputy General Director (Deputy Director) or staff working for a business established under Vietnamese law;

c) Legal representative, member of the board of directors, board of members, General Director (Director), Deputy General Director (Deputy Director) of the parent company or other individuals working for the parent company who have the authority to sign economic contracts, property transactions on behalf of the parent company without written authorization from the parent company.

6. The Head of Representative Office may only represent the parent company to sign contracts related to the parent company's business and investment activities with Vietnamese economic organizations upon lawful written authorization by an authorized representative of the parent company. The power of attorney must be prepared separately for each signing and must be sent to the State Securities Commission a copy of this power of attorney within ten days from the date the power of attorney becomes effective.

Article 7. Tax and accounting obligations of representative offices and branches of foreign securities companies and fund management companies in Vietnam

1. Representative offices and branches of foreign securities companies and fund management companies in Vietnam, and individuals working at these representative offices and branches, shall fulfill tax obligations and financial obligations under Vietnamese laws on taxation and tax administration.

2. Branches of foreign securities companies and fund management companies in Vietnam shall fully comply with Vietnamese laws on accounting as required for domestic securities companies and fund management companies.

3. Representative offices of foreign securities companies and fund management companies in Vietnam shall conduct accounting work according to current Vietnamese laws on accounting applicable to representative offices of foreign enterprises operating in Vietnam.

Article 8. Financial mechanisms of branches of foreign securities companies and fund management companies in Vietnam

Branches of foreign securities companies and fund management companies in Vietnam must implement financial mechanisms in accordance with Vietnamese laws as required for domestic securities companies and fund management companies.

Article 9. Inspection and supervision of activities of representative offices and branches of foreign securities companies and fund management companies in Vietnam

1. The State Securities Commission shall carry out inspections and supervisions of the activities of representative offices and branches of foreign securities companies and fund management companies in Vietnam in accordance with current legal regulations.

2. The parent company and competent state agencies in the home country where the parent company is headquartered must notify and submit the outline of the inspection content to the State Securities Commission before conducting inspections and supervisions of the branch's activities in Vietnam.

3. Within thirty days from the date of receiving the conclusion from the parent company or from the competent state agency in the home country, the branch of the securities company or fund management company in Vietnam shall send to the State Securities Commission the results of internal audits, internal audit conclusions, and inspection and supervision conclusions from the parent company or the competent state agency in the home country regarding the branch's activities in Vietnam.

Chapter II

ACTIVITIES OF REPRESENTATIVE OFFICES OF FOREIGN SECURITIES COMPANIES AND FUND MANAGEMENT COMPANIES IN VIETNAM
Clause, FOREIGN INVESTMENT FUND MANAGEMENT COMPANY IN VIETNAM

Article 10. Scope of Activities, Rights, and Obligations of Representative Offices and Employees at Representative Offices

1. The scope of activities of representative offices of foreign securities companies and fund management companies in Vietnam shall be carried out in accordance with Clause 2 and Clause 3 of Article 78 of the Securities Law.

2. Rights and obligations of representative offices of foreign securities companies and fund management companies in Vietnam:

a) Are permitted to open foreign currency accounts or Vietnamese dong accounts with a foreign currency base at commercial banks authorized to operate foreign exchange transactions in Vietnam and can only use such accounts for the activities of the representative office. The opening, use, and closure of accounts by the representative office shall be conducted in accordance with relevant laws;

b) Are allowed to recruit Vietnamese workers and foreign workers to work at the representative office in accordance with Vietnamese laws. Within thirty days from the date of recruiting foreign workers to work at the representative office in Vietnam, the parent company or the representative office (in cases where it has been authorized by the parent company) must notify the State Securities Commission about the recruitment of foreign personnel along with confirmation documents from competent state agencies in accordance with the Labor Code;

c) Shall have their own seal in accordance with Vietnamese laws and may only use this seal in transaction documents within the authority and functions of the representative office;

d) May only engage in activities within the content and duration specified in the Certificate of Registration for the operation of the representative office; shall not engage in securities trading activities in Vietnam; shall not manage assets, manage investment capital for investors, including the parent company's investment capital in Vietnam, and other securities trading activities in Vietnam.

e) Other rights and obligations as prescribed by law.

Article 11. Official Operation Date

Within fifteen days from the official operation date, the representative office of foreign securities companies and fund management companies in Vietnam shall submit to the State Securities Commission a notification of its operations according to the form prescribed in Appendix V attached hereto, along with authentic documents confirming that it has completed the information disclosure in accordance with the Securities Law.

Article 12. Obligation to Report and Archive Documents of Representative Office

1. The representative office of foreign securities companies and fund management companies in Vietnam during its period of operation shall have the obligation to report its activities periodically on a quarterly and annual basis to the State Securities Commission. The contents of the reports shall be in accordance with the form prescribed in Appendix I attached hereto.

2. The deadlines for submitting periodic reports as stipulated in Clause 1 of this Article are as follows:

a) For quarterly reports: Within twenty days from the end of the quarter;

b) For annual reports: Within ninety days from the end of the year.

3. The time frame for finalizing data for the periodic reports as stipulated in Clause 1 of this Article is as follows:

a) For quarterly reports: From the first day of the reporting quarter to the last day of the reporting quarter;

b) For annual reports: From January 1st of the reporting year to December 31st of the reporting year;

c) For newly established representative offices of foreign securities companies and fund management companies in Vietnam whose operational period is not sufficient for a full reporting period, the reporting period shall be from the date of issuance of the Certificate of Registration of Operations to the last day of the reporting period.

4.[3] The representative office of foreign securities companies and fund management companies in Vietnam shall submit periodic reports to the State Securities Commission in electronic form through the Commission's database system.

5. The representative office of foreign securities companies and fund management companies in Vietnam must retain at its headquarters all relevant documents and files fully, accurately, and promptly, and update information and data related to its operations. In case of necessity, upon request by the State Securities Commission, the representative office of foreign securities companies and fund management companies in Vietnam shall have the obligation to provide information, documents, or explanations regarding issues related to its own operations and those of its parent company on the Vietnamese securities market in a timely manner.

Chapter III

ACTIVITIES OF THE BRANCH OF FOREIGN SECURITIES COMPANIES,
FOREIGN FUND MANAGEMENT COMPANIES IN VIETNAM

Section 1

ACTIVITIES OF THE BRANCH OF FOREIGN SECURITIES COMPANIES
FOREIGN ENTITIES IN VIETNAM

Article 13. Organizational Structure, Management, and Operation of Branches of Foreign Securities Companies in Vietnam

1. The organizational structure, management, and operation of branches of foreign securities companies in Vietnam shall be determined by the parent company, in compliance with Vietnamese laws on the organizational structure, management, operation, and internal control of domestic securities companies.

2. Compliance officers of branches of foreign securities companies in Vietnam shall not be related to the branch manager; they must hold a bachelor’s degree in finance, banking, law, accounting, or auditing. Compliance officers must possess specialized certificates in securities, including basic securities and securities market issues certificates and securities and securities market law certificates, or have foreign securities practice certificates and securities and securities market law certificates.

3. Branches of foreign securities companies in Vietnam must assign personnel with securities practice certificates to work in the following positions:

a) Advising and explaining contracts signed with clients;

b) Signing off on securities analysis and analytical reports;

c) Providing recommendations related to the purchase, sale, or holding of securities.

Article 14. Scope and Content of Operations of Foreign Securities Companies' Branches in Vietnam

1. Scope of Operations

A foreign securities company's branch in Vietnam shall only carry out investment advisory services for securities.

2. Activities

The content of operations of a foreign securities company's branch in Vietnam includes providing analysis results, analytical reports, and recommendations to customers with or without fees in the following cases:

a) Providing market situation analysis reports on securities trading and investment recommendations;

b) Providing company activity analysis reports for public companies, listed companies, and other enterprises and investment recommendations;

c) Signing investment advisory contracts with customers.

Article 15. Rights of Foreign Securities Companies' Branches in Vietnam

A foreign securities company's branch in Vietnam has the following rights:

1. To charge service fees for investment advisory services according to agreements with customers and relevant laws.

2. To open foreign currency or Vietnamese dong accounts with a foreign currency base at commercial banks permitted to operate foreign exchange transactions in Vietnam, and to use these accounts solely for the branch’s activities. The opening, use, and closure of foreign securities company branches’ accounts in Vietnam shall be carried out in accordance with relevant laws.

3. To recruit Vietnamese and foreign workers to work at the branch in accordance with relevant laws.

4. To have its own seal in accordance with Vietnamese law and to use this seal only in transaction documents within the authority and functions of the branch.

5. Other rights as prescribed by relevant laws.

Article 16. Obligations of Foreign Securities Companies' Branches in Vietnam

A foreign securities company's branch in Vietnam has the following obligations:

1. To sign written contracts with customers when providing services; to provide full and truthful information to customers.

2. To collect and understand financial situations, investment goals, and risk tolerance levels of customers; to ensure that investment advice provided by the branch to each customer must be appropriate to their financial situation, investment goals, and risk tolerance level, except where the customer does not provide information or provides incomplete or inaccurate information.

3. To keep confidential any information received from service users during the provision of advisory services, unless the customer agrees or upon request of competent state authorities.

4. To update and retain complete customer information files, customer documents, and branch documents.

5. To use only the capital allocated for licensed business activities and not to borrow from other organizations or individuals except the parent company.

6. Not to directly or indirectly engage in the following actions: making investment decisions on behalf of customers; agreeing with customers to share profits or losses; advertising or declaring that the content, effectiveness, or methods of securities analysis offered by the branch are superior to those of other securities companies; providing false information to entice or invite customers to buy or sell a particular type of security, providing misleading, fraudulent, or confusing information to customers.

7. Other obligations as prescribed by relevant laws.

Section 2

OPERATIONS OF THE BRANCH OF A FUNDS MANAGEMENT COMPANY
FOREIGN ENTITIES IN VIETNAM

Article 17. Organizational structure, management, and operation of foreign fund management company branches in Vietnam

The organizational structure, management, and operation of foreign fund management company branches in Vietnam shall be determined by the parent company, in accordance with the provisions of Vietnamese law regarding the organizational structure, management, operation, and internal control of domestic fund management companies.

Article 18. Scope of operations of foreign fund management company branches in Vietnam

Foreign fund management company branches in Vietnam may only provide asset management services for capital raised abroad, including assets formed in Vietnam from foreign-raised capital.

Article 19. Rights of foreign fund management company branches in Vietnam

Foreign fund management company branches in Vietnam have the following rights:

1. To use foreign-raised capital to finance projects, businesses, loans, and implement investment contracts according to the instructions of entrusted customers, investment trust contracts, articles of organization of foreign organizations, foreign funds, ensuring compliance with laws on foreign exchange management, banking laws, and other relevant laws.

2. To transfer profits of the branch abroad in accordance with Vietnamese law.

3. To conduct securities business activities in accordance with the License for Establishment and Operation, Vietnamese law, and international treaties to which Vietnam is a party.

Article 20. Obligations of foreign fund management company branches in Vietnam

Foreign fund management company branches in Vietnam have the following obligations:

1. Foreign fund management company branches in Vietnam shall not raise capital in Vietnam for management in any form.

2. In the course of managing assets, foreign fund management company branches in Vietnam must comply with the following regulations:

a) Except where the entrusted customer has given instructions or there are provisions in the investment trust contract, articles of organization of foreign organizations, when managing assets for customers, foreign fund management company branches must comply with the provisions on custody, separate management of assets for each customer, transactions between investment portfolios of entrusted customers, as stipulated in the laws applicable to domestic fund management companies;

b) To keep confidential information about customers, transaction information, investment portfolios of customers, and other related information, except when providing information upon request of the State Securities Commission and competent authorities;

c) To comply with foreign exchange laws, restrictions on ownership in Vietnamese enterprises, anti-money laundering laws, and other relevant laws;

d) Not to lend to customers, organizations, individuals, or themselves in any form within Vietnam; not to use entrusted assets or their own assets as collateral, pledge, margin, or guarantee for loans, guarantees for loans within Vietnam, including for entrusted customers, organizations, individuals, or themselves;

đ) Not to offer or issue securities to raise capital within Vietnam;

3. In the course of reporting ownership, reporting and disclosing information on transactions in the securities market, foreign fund management company branches in Vietnam are responsible for:

a) Representing entrusted customers to fulfill the obligation to report and disclose transaction information in accordance with securities laws. The branch, together with entrusted customers, must comply with the laws on reporting ownership and disclosing information on the securities market applicable to related parties, major shareholders, insiders;

b) All securities transactions in Vietnam by members of the Management Board, employees of foreign fund management company branches in Vietnam must be reported to the internal control department of the branch before and immediately after the transaction. Reports on personal transactions must include information on the type (code) of securities, quantity, transaction price, securities company where the trading account is opened. Personal transaction reports must be stored and centrally managed at the internal control department and provided upon request of the State Securities Commission.

4. Foreign fund management company branches in Vietnam may only use allocated capital and entrusted customer capital (excluding shares in the customer's portfolio that are index funds) to make public tender offers in accordance with Article 35 of the Securities Law, with the written approval of the entrusted customer or the authorized representative of the entrusted customer regarding the public tender offer, the purchase price, the expected amount of assets to be offered, and the method of distributing assets after the offer is implemented. Foreign fund management company branches in Vietnam shall implement public tender offers in accordance with the public tender offer provisions of securities laws.

5. During the course of operations, foreign fund management company branches in Vietnam and the parent company must ensure:

a) Within thirty days from the date the parent company completes its investment in subsidiaries, joint ventures, or associated companies in Vietnam, the foreign fund management company branch in Vietnam shall notify the State Securities Commission of these investment items; The parent company shall not participate in capital contributions, purchasing shares or equity interests to hold more than 5% of the charter capital of a fund management company in Vietnam;

b) Foreign fund management company branches in Vietnam shall not contribute capital, purchase shares or equity interests in fund management companies or securities companies in Vietnam, except in cases of purchasing to hold or jointly holding with related parties no more than 5% of the outstanding voting shares of listed or publicly traded fund management companies or securities companies.

6. The foreign fund management company branch in Vietnam must issue business procedures, establish and operate risk management systems in accordance with the guidelines of the State Securities Commission or use internal regulations issued by the parent company, which are suitable for its business activities, ensuring that there is a control mechanism and risk management system tied to each product and business process.

7. The foreign fund management company branch in Vietnam is responsible for organizing annual training and seminars for employees or requiring practicing employees to participate in training courses organized by the State Securities Commission (if any), ensuring that the staff are updated on skills, expertise, business procedures, and knowledge of laws.

Section 3

REPORTING SYSTEM, RECORD KEEPING AND INFORMATION DISCLOSURE OF
FOREIGN SECURITIES COMPANY BRANCHES AND FOREIGN FUND MANAGEMENT COMPANIES
FOREIGN ENTITIES IN VIETNAM

Article 21. Reporting system, record keeping and information disclosure of foreign securities company branches and foreign fund management company branches in Vietnam

1. The foreign securities company branch in Vietnam shall submit to the State Securities Commission periodic reports on the branch's operations as follows:

a) Monthly and annual activity reports containing the contents specified in Appendix II and Appendix III attached hereto;

b) Quarterly financial reports, semi-annual financial reports, and annual financial reports. Semi-annual financial reports must be reviewed and annual financial reports must be audited by an approved auditing organization;

c) Reports on financial safety indicators as prescribed by laws on financial safety indicators.

2. The foreign fund management company branch in Vietnam shall submit to the State Securities Commission periodic reports on the branch's operations as follows:

a) The reports prescribed in Clause 1 of this Article, wherein the monthly and annual activity reports shall be implemented according to the model specified in Appendix IV attached hereto;

b) Monthly investment portfolio management situation reports as prescribed in Appendix VI attached hereto; annual financial reports of funds established abroad and currently investing in Vietnam, prepared in accordance with the regulations of the home country.

3. Submission deadlines for the reports:

a) For monthly reports: Within five working days from the end of the month;

b) For quarterly reports: Within twenty days from the end of the quarter;

c) For semi-annual reports: Within forty-five days from the end of the second quarter;

d) For annual reports: Within ninety days from the end of the year.

4. The period for finalizing data for the periodic reports prescribed in Clauses 1 and 2 of this Article shall be as follows:

a) For monthly reports: From the first day of the reporting month to the last day of the reporting month (except for data reflecting at a specific point in time);

b) For quarterly reports: From the first day of the reporting quarter to the last day of the reporting quarter (except for data reflecting at a specific point in time);

c) For semi-annual reports: From January 1 of the reporting period to June 30 of the reporting period (except for data reflecting at a specific point in time);

d) For annual reports: From January 1 of the reporting year to December 31 of the reporting year (except for data reflecting at a specific point in time);

e) For newly established foreign securities company branches and foreign fund management company branches in Vietnam whose operating time has not yet reached a full reporting period, the reporting period shall be calculated from the date of issuance of the establishment and operation permit to the last day of the reporting period.

5.[4] Foreign securities company branches and foreign fund management company branches in Vietnam shall submit periodic reports to the State Securities Commission in electronic form based on the database of the State Securities Commission.

6. Foreign securities company branches and foreign fund management company branches in Vietnam must report to the State Securities Commission any events that may significantly affect the financial capacity and operations of the branch within three working days from the occurrence of such events.

7. In addition to the reporting cases stipulated in this Article, when necessary, to protect common interests and investor interests, the State Securities Commission may require foreign securities company branches and foreign fund management company branches in Vietnam to report on other activities conducted on Vietnamese territory by the branch or by the parent company.

8. Foreign securities company branches and foreign fund management company branches in Vietnam must report to the State Securities Commission within forty-eight hours from receiving the reporting request as stipulated in Clause 7 of this Article.

9. Foreign securities company branches and foreign fund management company branches in Vietnam must keep complete, accurate, and timely records of all documents and files related to their operations and update relevant information and data. When necessary, upon request of the State Securities Commission, these branches have the obligation to promptly provide information, documents, or explain issues related to their operations and those of the parent company on the Vietnamese securities market.

10. Foreign securities company branches and foreign fund management company branches in Vietnam shall disclose information in accordance with laws on information disclosure and laws governing securities companies and fund management companies.

Chapter IV

IMPLEMENTING PROVISIONS[5]

Article 22. Effectiveness

This Circular takes effect from January 1, 2021 and replaces Circular No. 91/2013/TT-BTC dated June 28, 2013 of the Minister of Finance guiding the registration of establishment, organization, and operation of foreign securities company representative offices and foreign fund management company branches in Vietnam.

Article 23. Implementation Organization

The State Securities Commission, representative offices, foreign securities company branches, foreign fund management company branches in Vietnam, and related organizations and individuals are responsible for implementing this Circular.

Appendix I

TEMPLATE FOR QUARTERLY AND ANNUAL ACTIVITY REPORTS OF
FOREIGN SECURITIES COMPANY REPRESENTATIVE OFFICES
FOREIGN ENTITIES IN VIETNAM

(Attached hereto is Circular No. 97/2020/TT-BTC dated November 16, 2020
of the Minister of Finance)

^{_______________}

REPORT

Situation of the representative office's operations
(Quarter/year)

To: State Securities Commission

I. Personnel of the Representative Office

1. Head of the Representative Office:

Full Name (in capital letters): Gender:

(Recorded according to the professional experience declaration form confirmed by the organization where the applicant has worked or is currently working):

Personal Identification Number¹ (for Vietnamese citizens)/Passport Number (for foreign nationals):

Issued on... month ... year .... at ...

Place of Registration for Residence (for foreign nationals)/Place of Permanent Household Registration (for Vietnamese citizens)²: ………………………………………………………

2. Employees working at the Representative Office:

- Foreign employees working at the Representative Office: (clearly state full name, gender, nationality, passport number, date and place of issue, position at the Representative Office of each individual);

- Vietnamese employees working at the Representative Office: (clearly state full name, gender, personal identification number, date and place of issue, position at the Representative Office of each individual).

3. Changes in personnel during the reporting period (report in detail about):

- Change in the Head of the Representative Office: (if applicable)

- Change in the number of foreign employees working at the Representative Office: (if applicable)

- Change in the number of Vietnamese employees working at the Representative Office: (if applicable)

4. Implementation of employee benefits at the Representative Office: salary, bonuses, insurance, other activities...

II. Activities of the Representative Office

1. Actual operational situation during the reporting period:

2. Other activities: advertising, seminars, introducing financial services and products... in accordance with the law; social activities (if any)…

III. General Overview of the Parent Company's Investment Situation in Vietnam (for annual reports)

IV. Overall Assessment of the Representative Office's Operational Situation During the Reporting Period and Recommendations

1. Overall Assessment:

2. Recommendations:

We hereby take full responsibility for the truthfulness, completeness, and accuracy of the report content./.

____________________

¹ The Personal Identification Number refers to the Citizen Identity Card Number or the National Identity Card Number.

² The phrase "place of permanent household registration (for Vietnamese citizens)" is replaced by the phrase "place of residence (for Vietnamese citizens)" pursuant to Article 6 of Circular No. 43/2023/TT-BTC dated June 27, 2023, issued by the Minister of Finance, amending and supplementing certain provisions of Circulars that regulate the submission, presentation, and declaration of information regarding household registration books, temporary residence books, or local administrative confirmation documents when implementing policies or administrative procedures under the jurisdiction of the Ministry of Finance, effective from June 27, 2023.

Seal Registration Certificate

MONTHLY ACTIVITY REPORT TEMPLATE
FOREIGN SECURITIES COMPANY BRANCH IN VIETNAM

(Attached hereto is Circular No. 97/2020/TT-BTC dated November 16, 2020
of the Minister of Finance)

^{_________________}

REPORT

Activities of the foreign securities company branch in Vietnam
(Month ... year ...)

To: State Securities Commission

I. Personnel Situation of the Branch

II. Operational Situation of the Branch

III. Issues Arising and Recommendations

1. Legal Framework

2. Management and Oversight by the State Securities Commission

3. Other Issues Arising

ANNEX III

ANNUAL ACTIVITY REPORT TEMPLATE
FOREIGN SECURITIES COMPANY BRANCH IN VIETNAM

(Attached hereto is Circular No. 97/2020/TT-BTC dated November 16, 2020
of the Minister of Finance)

^{_______________}

REPORT

Activities of the foreign securities company branch in Vietnam
(Year...)

To: State Securities Commission

I. Organizational Structure and Personnel of the Branch in the Year

1. Organizational Changes Related During the Year

- Change in Branch Location (List in detail);

- Change in Name (List in detail);

2. Personnel Situation of the Company

II. Capital Allocation to the Branch and Financial Safety Indicators for the Reporting Year

1. Detailed report on capital increases and decreases allocated to the branch during the year;

2. Report on ensuring the available capital ratio during the year;

3. Other financial safety indicators.

III. Infrastructure in the Reporting Year

Detailed report on changes and upgrades to technical infrastructure during the year including:

- Expansion of branch office area (List in detail);

- Investment in upgrading hardware systems (Investment value);

- Investment in upgrading software for various systems (Investment value);

- Investment in storage safes for file and document retention (Investment value);

- Other infrastructure investments.

IV. Activities of the Branch of the Foreign Securities Company

V. Compliance Monitoring Activity Report

VI. Financial Safety Indicators

VII. Recommendations to Regulatory Authorities

.......................................................................................................................................

.......................................................................................................................................

REGULATIONS ON THE CERTIFICATE DESIGN FOR OUTSTANDING RURAL INDUSTRIAL PRODUCTS

MONTHLY AND ANNUAL ACTIVITY REPORT TEMPLATE
FOREIGN SECURITIES MANAGEMENT COMPANY BRANCH IN VIETNAM

(Attached hereto is Circular No. 97/2020/TT-BTC dated November 16, 2020
of the Minister of Finance)

^{_______________}

REPORT

Activities of foreign fund management company branches in Vietnam

(Month/Year)

^{______________}

To: State Securities Commission

I. Information related to the business operations of the foreign fund management company branch

1. Portfolio Management Activities

2. Other Business Activities in Accordance with Legal Provisions

II. Information Related to Personnel of the Branch

1. Structure

2. Training Programs (in annual report)

III. Issues Arising and Recommendations

1. Legal Framework

2. Management and Oversight by the State Securities Commission

3. Other Issues Arising

Appendix V

SAMPLE NOTICE OF OPERATIONS
OF REPRESENTATIVE OFFICE, BRANCH OF FOREIGN SECURITIES BUSINESS ORGANIZATION
IN VIETNAM

(Attached hereto is Circular No. 97/2020/TT-BTC dated November 16, 2020
of the Minister of Finance)

^{_______________}

NOTICE

Operations of the representative office, branch
(Promulgated together with Decision No. 83/2004/QD-BTC dated November 11, 2004 of the Minister of Finance)

^{___________________}

To: State Securities Commission

Representative office/branch in Vietnam of... (write in full capital letters the name of the foreign securities business organization as recorded on the Business Registration Certificate/Business License)

Main office address:

Official notice of operations commencing from day...month...year... with the following content:

I. Representative Office/Branch

1. Name of the representative office/branch (full name, abbreviated name (if any), trading name in English according to the Business Registration Certificate/Business License):

2. Location of the representative office/branch headquarters (according to the Business Registration Certificate/Business License):

3. Certificate of Operation for the Representative Office/License for Establishment and Operation of the Branch No.: Issuing authority: Date of issuance:

4. Telephone: Fax:

5. Email: Website: (if applicable)

II. Personnel of the Representative Office/Branch

1. Head of the Representative Office/Branch Director:

Full name: Gender: Nationality:

Passport number/Personal identification number: Issuing authority: Date of issuance:

Place of residence registration (for foreigners)/permanent residence registration place (for Vietnamese citizens)¹:

Work permit (for foreigners): Duration of employment:

Email: Fax: Telephone number:

2. Employees working at the representative office/branch (details of each employee):

III. Contents of the Representative Office/Branch Operations

- Representative Office (specifically list the operational contents according to the Business Registration Certificate for the Representative Office)

- Branch (specifically list the authorized business activities according to the Branch Establishment and Operation License)

IV. Other Matters

- Notice of operations published in newspapers (name of newspaper or online newspaper, issue date)

- Other matters (if any)

Attached documents:

1. Receipt from the newspaper agency or online newspaper regarding the receipt of the notice of operations of the representative office/branch or other documents proving publication;

2. Certified true copy of the stamp registration certificate of the representative office/branch issued by the police agency (if applicable);

3. Certified true copies of documents including: entry visa, labor contract of the Head of the Representative Office/Branch Director and labor contract of foreign employees working at the representative office/branch; information provision, labor contract of Vietnamese employees working at the representative office/branch; passport, entry visa, work permit of foreign employees./.

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¹ The phrase "place of permanent residence registration (for Vietnamese citizens)" is replaced by the phrase "place of usual residence (for Vietnamese citizens)" pursuant to Article 6 of Circular No. 43/2023/TT-BTC dated June 27, 2023, issued by the Minister of Finance, amending and supplementing certain provisions of Circulars concerning the submission, presentation, and declaration of information on household registration books, temporary residence certificates, or local administrative confirmation documents when implementing policies or administrative procedures under the Ministry of Finance's jurisdiction, effective from June 27, 2023.

Appendix VI

SAMPLE REPORT ON PORTFOLIO MANAGEMENT ACTIVITY SITUATION

(Attached hereto is Circular No. 97/2020/TT-BTC dated November 16, 2020
of the Minister of Finance)

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REPORT

Situation of portfolio management activity
(Month ... year ...)

^{_________________}

1. Name of the foreign fund management company branch:

2. Name of the custodian bank/member custodian:

3. Custody account:

4. Report preparation date:

I. General Information on Portfolio Management Activity Situation

II. Transaction situation of portfolio management activity during the period

III. Summary Information on Entrusted Investment Agency Agreements

1. Customer name:

2. Securities transaction code (if applicable):

3. Custody account:

4. Name of the custodian bank/member custodian:

IV. Summary Information on Entrusted Investment Agency Agreements

______________________________

[1] This Consolidated Document is compiled from the following three Circulars:

- Circular No. 97/2020/TT-BTC dated November 16, 2020, issued by the Minister of Finance, guiding the operation of representative offices and branches of securities companies and fund management companies from foreign countries in Vietnam.

- Circular No. 43/2023/TT-BTC dated June 27, 2023, issued by the Minister of Finance, amending and supplementing certain articles of Circulars that stipulate matters related to the submission, presentation, and declaration of information regarding household registration books, temporary residence books, or documents requiring confirmation from the local authority where the individual resides when implementing policies or administrative procedures under the Ministry of Finance's jurisdiction.

- Circular No. 88/2025/TT-BTC dated September 3, 2025, issued by the Minister of Finance, amending and supplementing certain articles of Circulars regulating reporting systems applicable to securities investment fund management companies, representative offices, branches of securities companies, and foreign fund management companies operating in Vietnam.

This Consolidated Document does not replace the aforementioned three Circulars.

[2] Circular No. 43/2023/TT-BTC dated June 27, 2023, issued by the Minister of Finance, amending and supplementing certain articles of Circulars that stipulate matters related to the submission, presentation, and declaration of information regarding household registration books, temporary residence books, or documents requiring confirmation from the local authority where the individual resides when implementing policies or administrative procedures under the Ministry of Finance's jurisdiction, is based on the following grounds:

"Pursuant to the Independent Audit Law dated March 29, 2011;

Pursuant to the Law on Prices dated June 20, 2012;

Pursuant to the Accounting Law dated November 20, 2015;

Pursuant to the Law on Fees and Charges dated November 25, 2015;

Pursuant to the Law on Tax Administration dated June 13, 2019;

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

Based on the Residence Law dated November 13, 2020;

Pursuant to Decree No. 104/2022/NĐ-CP dated December 21, 2022, issued by the Government, amending and supplementing certain articles of Decrees related to the submission, presentation of household registration books, temporary residence books, or documents when implementing administrative procedures and providing public services;"

Pursuant to Decree No. 14/2023/NĐ-CP dated April 20, 2023, issued by the Government, stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

At the proposal of the Director of the Legal Department;

The Minister of Finance issues this Circular amending and supplementing certain articles of Circulars that stipulate matters related to the submission, presentation, and declaration of information regarding household registration books, temporary residence books, or documents requiring confirmation from the local authority where the individual resides when implementing policies or administrative procedures under the Ministry of Finance's jurisdiction."

Circular No. 88/2025/TT-BTC dated September 3, 2025, issued by the Minister of Finance, amending and supplementing certain articles of Circulars regulating reporting systems applicable to securities investment fund management companies, representative offices, branches of securities companies, and foreign fund management companies operating in Vietnam, is based on the following grounds:

"Pursuant to the Securities Law No. 54/2019/QH14 amended and supplemented by Law No. 56/2024/QH15;

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 Decree No. 29/2025/NĐ-CP dated February 24, 2025, issued by 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;"

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

The Minister of Finance issues this Circular amending and supplementing certain articles of Circulars regulating reporting systems applicable to securities investment fund management companies, representative offices, branches of securities companies, and foreign fund management companies operating in Vietnam."

[3] This Clause is amended and supplemented pursuant to Article 1 of Circular No. 88/2025/TT-BTC dated September 3, 2025, issued by the Minister of Finance, amending and supplementing certain articles of Circulars regulating reporting systems applicable to securities investment fund management companies, representative offices, branches of securities companies, and foreign fund management companies operating in Vietnam, which shall take effect from October 20, 2025.

[4] This Clause is amended and supplemented pursuant to Article 2 of Circular No. 88/2025/TT-BTC dated September 3, 2025, issued by the Minister of Finance, amending and supplementing certain articles of Circulars regulating reporting systems applicable to securities investment fund management companies, representative offices, branches of securities companies, and foreign fund management companies operating in Vietnam, which shall take effect from October 20, 2025.

[5] Article 9 of Circular No. 43/2023/TT-BTC dated June 27, 2023, issued by the Minister of Finance, amending and supplementing certain provisions of Circulars concerning the submission, presentation, and declaration of information regarding household registration books, temporary residence books, or local authority confirmation documents when implementing policies or administrative procedures under the Ministry of Finance's jurisdiction, which shall take effect from June 27, 2023, is hereby stipulated as follows:

"Article 9. Effective Date

1. This Circular shall take effect from June 27, 2023.

2. The Director of the Ministry of Finance’s General Office, the Heads of the Legal Department, the Price Management Department, the Accounting and Auditing Supervision Department, the Director-General of the State Tax Administration, the Chairman of the Securities Commission, the Heads of relevant units under the Ministry of Finance, and related organizations and individuals shall be responsible for implementing this Circular."

Article 4 of Circular No. 88/2025/TT-BTC dated September 3, 2025, issued by the Minister of Finance, amending and supplementing certain provisions of Circulars on reporting systems applicable to securities investment fund management companies, representative offices, branches of securities companies, and foreign fund management companies in Vietnam, which shall take effect from October 20, 2025, is hereby stipulated as follows:

"Article 4. Implementation Provisions

1. This Circular shall take effect from October 20, 2025.

2. In cases where securities investment fund management companies, representative offices, branches of securities companies, and foreign fund management companies in Vietnam (hereinafter referred to as the reporting entities) are unable to submit reports through the Securities Commission's database due to force majeure such as network system failures, server issues, inability to use digital certificates, and other force majeure reasons, the reporting entities shall notify the Securities Commission, clearly stating the reasons, and submit the report via email or paper form. Upon resolution of the force majeure situation, the reporting entities shall promptly submit the full report on the Securities Commission's database system.

3. The Securities Commission, securities investment fund management companies, representative offices, branches of securities companies, foreign fund management companies in Vietnam, and related organizations and individuals shall be responsible for implementing this Circular."