The Ministry of Finance has issued Circular No. 115/2025/TT-BTC dated December 15, 2025, amending and supplementing several provisions of Circular No. 118/2020/TT-BTC dated December 31, 2020. This circular provides guidance on various aspects of securities offerings, public tenders, share buybacks, registration of public companies, and revocation of public company status. It will take effect from January 28, 2026.
Circular No. 115/2025/TT-BTC consists of 7 articles, with 6 articles detailing amendments and supplements, and 1 article on implementation.
Addition of Reporting Templates for Securities Offerings
First, the circular expands its scope to include “subsidiary companies” of the Vietnam Securities Depository and Clearing Corporation, aligning with the provisions of Law No. 56/2024/QH15.
Second, it introduces new templates for the “Notice of Public Offering of Bonds in Vietnam by International Financial Institutions” and the “Report on the Results of Public Bond Offerings in Vietnam by International Financial Institutions.” These additions comply with Decree No. 155/2020/NĐ-CP dated December 31, 2020, as amended by Decree No. 245/2025/NĐ-CP dated September 11, 2025.
Third, the circular adds a template for the “Report on the Results of Share Offerings to Existing Shareholders Based on Current Ownership Ratios” for non-public securities companies. This aims to streamline processes and facilitate smoother transactions for businesses.
Fourth, it amends Article 11 of Circular No. 118/2020/TT-BTC regarding “Changes in Share Buybacks,” outlining reporting and disclosure responsibilities for public companies engaging in share repurchases. This aligns with the government’s Resolution No. 66/NQ-CP dated March 26, 2025, on administrative procedure simplification for business activities in 2025 and 2026.
Completion of Treasury Share Sales Within 20 Days
Fifth, the circular amends Article 13 of Circular No. 118/2020/TT-BTC on “Reporting and Disclosing Treasury Share Sales” to comply with Article 36 of the 2019 Securities Law, as amended by Article 1, Clause 13 of Law No. 56/2024/QH15.
Accordingly, companies repurchasing shares from employees under employee stock ownership plans can sell these shares after a minimum of 24 hours from submitting the “Report on Share Repurchase Results” and the “Report on Share Issuance for Dividends or Capital Increase from Equity” to the State Securities Commission and publicly disclosing the information.
Under these regulations, public companies must complete the sale of treasury shares within 20 working days from the date of reporting to the State Securities Commission and publicly disclosing the information.
Sixth, the circular comprehensively revises all templates in Circular No. 118/2020/TT-BTC to align with the amended 2019 Securities Law (Law No. 56/2024/QH15), Decree No. 155/2020/NĐ-CP (as amended by Decree No. 245/2025/NĐ-CP), and the outcomes of the organizational restructuring and implementation of Project 06 on “Developing Resident Data Applications, Identification, and Electronic Authentication for National Digital Transformation (2022-2025, Vision to 2030).”
Hà Ly
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