Circular 20/2025/TT-BTC amend Circular 51/2021/TT-BTC obligations of organizations, individuals in foreign investment activities on securities market

CIRCULAR

Amending and supplementing a number of articles of the Minister of Finance’s Circular No. 51/2021/TT-BTC of June 30, 2021, guiding the obligations of organizations and individuals in foreign investment activities on the Vietnamese securities market

Pursuant to the November 26, 2019 Law on Securities;

Pursuant to the November 29, 2024 Law Amending and Supplementing a Number of Articles of the Law on Securities, Accounting Law, Law on Independent Audit, Law on the State Budget, Law on Management and Use of Public Properties, Law on Tax Administration, Law on Personal Income Tax, Law on National Reserves, and Law on Handling of Administrative Violations;

Pursuant to the Government’s Decree No. 155/2020/ND-CP of December 31, 2020, detailing a number of articles of the Law on Securities;

Pursuant to the Government’s Decree No. 29/2025/ND-CP of February 24, 2025, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;

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

The Minister of Finance promulgates the Circular amending and supplementing a number of articles of the Minister of Finance’s Circular No. 51/2021/TT-BTC of June 30, 2021, guiding the obligations of organizations and individuals in foreign investment activities on the Vietnamese securities market.

Article 1. To amend and supplement a number of articles of the Minister of Finance’s Circular No. 51/2021/TT-BTC of June 30, 2021, guiding the obligations of organizations and individuals in foreign investment activities on the Vietnamese securities market

1. To amend and supplement Clauses 1, 3 and 4, Article 3 as follows:

“1. A foreign investor subject to opening an indirect investment capital account in accordance with the law on foreign exchange management shall open an indirect investment capital account at 1 custodian bank licensed to deal in foreign exchange for conducting investment activities on the Vietnamese securities market. An overseas depositary receipt issuer shall open 1 indirect investment capital account at 1 custodian bank licensed to deal in foreign exchange for conducting issuance or cancelation of depositary receipts or other related activities in accordance with law.

3. All money transfers for conducting transactions and investment activities, other payments related to securities investment activities of foreign investors subject to opening indirect investment capital accounts in accordance with the law on foreign exchange management and operations of overseas depositary receipt issuers, receipt and use of dividends or divided profits, purchase of foreign currencies for remittance abroad (if any), and other related transactions, shall be conducted via indirect investment capital accounts.

4. The opening, closure, use, change of the name, and management of indirect investment capital accounts must comply with the law on foreign exchange management.”.

2. To amend and supplement Point b, Clause 3, Article 5 as follows:

“b/ A group of affiliated foreign investors shall appoint 1 depository member or 1 securities company or 1 securities investment fund manager or its representative office (if any) or another organization or authorize 1 individual to perform the reporting on securities holdings and information disclosure obligation in accordance with the law on disclosure of information on the securities market;

A notice of appointment or change of an organization or individual to perform the obligation to report on securities holdings or disclose information shall be made according to the form provided in Appendix I to this Circular and sent to the State Securities Commission, subsidiary companies of the Vietnam Stock Exchange within 24 hours after the appointment or authorization takes effect, enclosed with a valid copy of the establishment and operation license or enterprise registration certificate or fund establishment registration certificate or an equivalent legal document of the appointed organization; or a valid copy of the valid passport or another lawful personal identity paper of the authorized foreign individual.”.

3. To amend and supplement Clause 10, Article 7 as follows:

“10. The reports specified in Clauses 1, 2, 3, 4, 5, 6, and 7 of this Article shall be submitted electronically via the Foreign Investor Management Database System of the State Securities Commission and must be retained for at least 5 years.

In cases it is impossible to submit reports via the Foreign Investor Management Database System of the State Securities Commission due to force majeure circumstances such as network or server failures, inability to use digital certificates, or other force majeure reasons, the reporting entities shall submit the reports in the hard copy format, enclosed with electronic data files, and notify the State Securities Commission of the reason for being unable to submit the reports through the System. Once the force majeure conditions are resolved, the reporting entities must complete the reporting via the Foreign Investor Management Database System of the State Securities Commission.”.

Article 2. Implementation provisions

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

2. The State Securities Commission, Vietnam Securities Depository and Clearing Corporation, and Vietnam Stock Exchange and its subsidiary companies, securities companies, securities investment fund managers, Vietnam-based branches of foreign investment managers, depository members, clearing members, overseas depositary receipt issuers, and related organizations and individuals shall implement this Circular.-

For the Minister of Finance

Deputy Minister

TRAN QUOC PHUONG