Circular 20/2025/TT-BTC amending certain provisions of Circular 51/2021/TT-BTC

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

No.: 20/2025/TT-BTC Hanoi, May 05, 2025

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

Pursuant to the Securities Law dated November 26, 2019;

Pursuant to the Law amending and supplementing certain articles of the Securities Law, Accounting Law, Independent Audit Law, State Budget Law, Law on Management and Use of Public Assets, Tax Administration Law, Personal Income Tax Law, National Reserve Law, and Law on Handling Administrative Violations dated November 29, 2024;

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

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

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

The Minister of Finance promulgates this Circular amending and supplementing certain articles of Circular No. 51/2021/TT-BTC dated June 30, 2021 of the Minister of Finance guiding the obligations of organizations and individuals in foreign investment activities on the Vietnamese stock market.

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

1. Amend and supplement Clause 1, Clause 3, and Clause 4 of Article 3 as follows:

“1. Foreign investors falling under the case of opening an indirect investment capital account according to the provisions of foreign exchange management law shall open an indirect investment capital account at 01 licensed custodian bank engaged in foreign exchange business to carry out investment activities on the Vietnamese stock market. Organizations issuing depositary receipts abroad shall open an indirect investment capital account at 01 licensed custodian bank engaged in foreign exchange business to carry out the issuance, cancellation of depositary receipts, and other related activities according to the provisions of law.

3. All activities of transferring funds to carry out transactions, investments, and other payments related to the securities investment activities of foreign investors falling under the case of opening an indirect investment capital account according to the provisions of foreign exchange management law, and the activities of organizations issuing depositary receipts abroad, receiving and using dividends and interest, purchasing foreign currency to transfer abroad (if any), and other related transactions must be carried out through the indirect investment capital account.

4. The opening, closure, use, change of name, and management of the indirect investment capital account shall be implemented according to the law on foreign exchange management.”.

5. Amend and supplement Point b, Clause 3 of Article 5 as follows:

“b) The group of related foreign investors shall have the responsibility to designate 01 custodian member, or 01 securities company, or 01 securities investment fund management company, or its representative office (if any), or 01 other organization, or authorize 01 individual to fulfill the obligation of reporting ownership and disclosing information according to the provisions of law on information disclosure on the stock market;

The notification regarding the designation or change of the organization or individual fulfilling the obligation of reporting ownership and disclosing information shall be prepared according to the model attached in Appendix I issued with this Circular and sent to the State Securities Commission and the subsidiary of the Vietnam Stock Exchange within 24 hours from the time the designation or authorization takes effect, accompanied by a valid copy of the Establishment and Operation License or Enterprise Registration Certificate or equivalent legal documents of the designated organization; or accompanied by a valid copy of the passport or other legally authenticated personal identification in the case of an authorized foreign individual.”.

3. Amend and supplement Clause 10 of Article 7 as follows:

“10. Reports prescribed in Clauses 1, 2, 3, 4, 5, 6, 7 of this Article shall be implemented electronically on the State Securities Commission's foreign investor activity management system and must be stored for a minimum period of 05 years.

In cases where reports cannot be sent through the State Securities Commission's foreign investor activity management system due to force majeure reasons such as network or server failures, inability to use digital certificates, and other force majeure reasons, reporting entities shall have the responsibility to send reports in paper form accompanied by electronic data and notify the State Securities Commission of the reasons for being unable to send reports through the system. Immediately after the force majeure situation is resolved, the reporting entity shall have the responsibility to report fully on the State Securities Commission's foreign investor activity management system.”.

Article 2. Implementation Clause

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

2. The State Securities Commission, Vietnam Securities Depository and Clearing Corporation, Vietnam Stock Exchange and its subsidiaries, securities companies, securities investment fund management companies, branches of foreign fund management companies in Vietnam, custodian members, clearing members, organizations issuing depositary receipts abroad, and related organizations and individuals are responsible for implementing this Circular.

Where to send:

• Central Secretariat of the Communist Party of Vietnam;
• Prime Minister, Deputy Prime Ministers;
• Central Party Committee and Party Departments;
• Office of the General Secretary;
• National Assembly Office;
• National Assembly Councils and Committees;
• Office of the President;
• Supreme People's Procuracy;
• Supreme People's Court;
• State Audit Office;
• Central Committees of mass organizations;
• Ministries, ministerial-level agencies, and agencies under the Government;
• People's Councils and People's Committees of provinces and centrally-run cities;
• Vietnam Fatherland Front Central Committee;
• Vietnam Chamber of Commerce and Industry;
• Document Inspection Department and Administrative Violation Management and Handling Department, Ministry of Justice;
• Units under the Ministry of Finance;
• Official Gazette;
• Government Electronic Portal;
• Ministry of Finance Electronic Portal;
• State Securities Commission Electronic Portal;
• Save: VT, SSC (100 copies).

FOR THE MINISTER DEPUTY MINISTER (Signed) Tran Quoc Phuong