Circular 115/2025/TT-BTC amending certain provisions of Circular 118/2020/TT-BTC on securities issuance and public company registration

MINISTRY OF FINANCE
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness

No. 115/2025/TT-BTC
Hanoi, December 15, 2025

CIRCULAR
Amending and supplementing certain articles of Circular No. 118/2020/TT-BTC dated December 31, 2020 of the Minister of Finance guiding certain contents on securities offering, issuance, public tender offer, share repurchase, registration of public companies, and cancellation of public company status

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

Pursuant to the Enterprise Law No. 59/2020/QH14, as amended and supplemented by Law No. 03/2022/QH15 and Law No. 76/2025/QH15;

Pursuant to Government Decree No. 29/2025/NĐ-CP dated February 24, 2025, regulating the functions, tasks, powers, and organizational structure of the Ministry of Finance, as amended and supplemented by Decree No. 166/2025/NĐ-CP dated June 30, 2025;

Pursuant to Government Decree No. 155/2020/NĐ-CP dated December 31, 2020, detailing the implementation of certain articles of the Securities Law, as amended and supplemented by Decree No. 245/2025/NĐ-CP dated September 11, 2025;

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

The Minister of Finance issues this Circular amending and supplementing certain articles of Circular No. 118/2020/TT-BTC dated December 31, 2020 of the Minister of Finance guiding certain contents on securities offering, issuance, public tender offer, share repurchase, registration of public companies, and cancellation of public company status.

Article 1. Amending and supplementing Clause 5 of Article 2 as follows:

“5. Vietnam Stock Exchange and its subsidiaries (hereinafter referred to as Stock Exchange), Vietnam Central Securities Depository and its subsidiary.”

Article 2. Amending and supplementing certain clauses of Article 4 as follows:

1. Amending and supplementing Clause 2 of Article 4 as follows:

“2. The bond offering notification to the public according to the Form in Appendix No. 14 issued together with this Circular (except for the case specified in Clause 2a of this Article).”

2. Adding Clause 2a after Clause 2 of Article 4 as follows:

“2a. The bond offering notification to the public in Vietnam by International Financial Organizations according to the Form in Appendix No. 14A issued together with this Circular.”

Article 3. Amending and supplementing certain clauses of Article 5 as follows:

1. Amending and supplementing Clause 2 of Article 5 as follows:

“2. The report on the results of the bond offering to the public according to the Form in Appendix No. 22 issued together with this Circular (except for the case specified in Clause 2a of this Article).”

2. Adding Clause 2a after Clause 2 of Article 5 as follows:

“2a. The report on the results of the bond offering to the public in Vietnam by International Financial Organizations according to the Form in Appendix No. 22A issued together with this Circular.”

3. Adding Clause 3a after Clause 3 of Article 5 as follows:

“3a. The report on the results of the share offering to existing shareholders according to the current ownership ratio of a non-public securities company according to the Form in Appendix No. 23A issued together with this Circular.”

Article 4. Amending and supplementing Article 11 as follows:

“Article 11. Change of share repurchase plan

1. A public company shall not change the quantity or plan for share repurchase as reported and publicly disclosed, except in cases of force majeure (natural disasters, epidemics, war, fire) and other cases approved by the General Meeting of Shareholders.

2. Within 24 hours from the date of making the decision to change the share repurchase plan, the public company must send a notification of the change of the share repurchase plan to the State Securities Commission, and simultaneously publicly disclose information on the company’s website, the State Securities Commission’s information disclosure media, and the Stock Exchange regarding the notification of the change of plan according to the Form in Appendix No. 38 issued together with this Circular.

3. The company may only implement the change of share repurchase after publicly disclosing information as prescribed in Clause 2 of this Article.”

Article 5. Amending and supplementing Article 13 as follows:

“Article 13. Reporting and public disclosure of treasury share sales

A public company that repurchases its own shares in the cases specified in Clause 6 and points b and c of Clause 7 of Article 36 of the Securities Law shall sell treasury shares as follows:

1. A public company may sell treasury shares after at least 24 hours from the date of sending the Report on the results of share repurchase transactions, the Report on the results of share issuance to pay dividends, and the Report on the results of share issuance to increase charter capital from equity capital to the State Securities Commission and publicly disclosing information to the public.

2. A public company must complete the sale of treasury shares within 20 working days from the date of reporting to the State Securities Commission and publicly disclosing information on the sale of treasury shares according to the Form in Appendix No. 36 issued together with this Circular.

3. Within 10 days from the date of completion of the sale of treasury share transactions as prescribed in Clause 1 of this Article, the public company must send the Report on the results of the sale of treasury share transactions to the State Securities Commission and publicly disclose information to the public according to the Form in Appendix No. 39 issued together with this Circular.”

Article 6. Amending, supplementing, and abolishing certain appendices of Circular No. 118/2020/TT-BTC dated December 31, 2020 of the Minister of Finance guiding certain contents on securities offering, issuance, public tender offer, share repurchase, registration of public companies, and cancellation of public company status

1. Amending and supplementing Appendices No. 01, 02, 03, 04, 05, 06, 07, 08, 09, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 35, 36, 38, 39 issued together with Circular No. 118/2020/TT-BTC dated December 31, 2020 of the Minister of Finance guiding certain contents on securities offering, issuance, public tender offer, share repurchase, registration of public companies, and cancellation of public company status.

2. Abolishing Appendices No. 34, 37 issued together with Circular No. 118/2020/TT-BTC dated December 31, 2020 of the Minister of Finance guiding certain contents on securities offering, issuance, public tender offer, share repurchase, registration of public companies, and cancellation of public company status.

Article 7. Implementation Provisions

1. This Circular takes effect from January 28, 2026.

2. The State Securities Commission, Stock Exchange, Vietnam Central Securities Depository and its subsidiary, issuing organizations, public companies, securities companies, and related organizations and individuals are responsible for implementing this Circular.

FOR THE MINISTER
DEPUTY MINISTER
Nguyen Duc Chi

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(The following pages are the List of Appendices and detailed content of the appendices) ---