Circular 08/2026/TT-BTC: Amendments to regulations on information disclosure, securities trading and securities company operations

Overview

Circular 08/2026/TT-BTC was issued by the Minister of Finance on February 3, 2026, and takes immediate effect on the same date. This is an important legal document amending and supplementing current regulations on Vietnam's securities market operations.

Scope of Amendments

This Circular amends and supplements three principal circulars:

1. Circular 96/2020/TT-BTC

• Issued on November 16, 2020
• Provides guidance on information disclosure in the securities market
• Previously amended by Circular 68/2024/TT-BTC and Circular 18/2025/TT-BTC
• Regulates information disclosure obligations for issuers, public companies, and major shareholders
• Establishes standards for timeliness, completeness and accuracy of disclosed information

2. Circular 120/2020/TT-BTC

• Issued on December 31, 2020
• Regulates trading of listed shares and registered securities
• Covers trading of fund certificates and corporate bonds
• Governs covered warrants listed on securities trading systems
• Previously amended by Circular 68/2024/TT-BTC

3. Circular 121/2020/TT-BTC

• Issued on December 31, 2020
• Regulates operations of securities companies
• Previously amended by Circular 68/2024/TT-BTC
• Establishes operational conditions and standards for securities firms

Implications for Businesses

For Listed and Soon-to-be-Listed Companies

Information Disclosure Obligations:

• Comply with updated requirements on disclosure timelines and content
• Ensure transparency and timeliness in financial reporting
• Disclose insider trading and major shareholder transactions
• Announce material events affecting securities prices

Trading Procedures:

• Comply with new regulations on securities registration and listing
• Meet standards for liquidity and market capitalization
• Follow proper procedures for share and bond trading

For Securities Companies

Business Operations:

• Comply with updated legal capital requirements
• Meet qualifications and experience requirements for key personnel
• Execute proper procedures for brokerage, proprietary trading, and underwriting
• Submit periodic reports as per new regulations

Risk Management:

• Establish appropriate risk management systems
• Comply with financial safety ratios
• Report key financial indicators

For SME Enterprises

Listing Preparation:

• Thoroughly study new information disclosure regulations
• Prepare financial reporting systems meeting required standards
• Establish investor relations departments
• Ensure compliance with corporate governance regulations

Corporate Bond Issuance:

• Understand regulations on corporate bond trading
• Prepare issuance documents as required
• Perform periodic and irregular information disclosure

Compliance Implementation Steps

Step 1: Impact Assessment

• Identify new regulations directly affecting the business
• Compare with current processes to detect non-compliance points
• Assess resources needed for compliance

Step 2: Update Internal Processes

• Amend internal regulations on information disclosure
• Adjust securities trading procedures if applicable
• Update supporting information technology systems

Step 3: Personnel Training

• Organize training for relevant departments on new regulations
• Raise awareness about the importance of compliance
• Build specialized teams for information disclosure

Step 4: Monitoring and Reporting

• Establish periodic compliance monitoring mechanisms
• Report implementation status to management
• Make timely adjustments when detecting deviations

Important Considerations

Immediate Effect

The Circular takes effect from February 3, 2026. Businesses must comply with new regulations immediately without a transition period.

Continuity

Amendments build upon previously adjusted circulars. Businesses need to thoroughly understand both Circular 68/2024/TT-BTC and Circular 18/2025/TT-BTC.

Legal Liability

Non-compliance with regulations may result in:

• Administrative penalties
• Suspension of securities trading
• Delisting in serious cases
• Legal liability for company representatives

Recommended Actions

Short-term (1-3 months)

• Thoroughly study the full Circular and related documents
• Organize internal meetings to assess impact
• Identify points requiring adjustment in current processes
• Contact regulatory authorities or consultants for clarification when needed

Medium-term (3-6 months)

• Complete amendments to internal regulations and processes
• Deploy comprehensive employee training
• Upgrade information technology systems if necessary
• Test new processes and make adjustments

Long-term (6-12 months)

• Evaluate compliance effectiveness and continuous improvement
• Build a compliance culture within the organization
• Prepare for subsequent regulatory changes
• Leverage opportunities from a more transparent securities market

Key Takeaways for Business Owners

Documentation Requirements

• Maintain complete and accurate records of all securities transactions
• Prepare disclosure documents according to prescribed formats
• Keep audit trails of information disclosure activities
• Archive all regulatory submissions and correspondence

Technology Infrastructure

• Invest in systems supporting automated disclosure
• Ensure data security and integrity
• Implement backup and disaster recovery procedures
• Enable real-time reporting capabilities

Governance Structure

• Designate responsible officers for compliance
• Establish board-level oversight mechanisms
• Create clear accountability lines
• Institute regular compliance reviews

Stakeholder Communication

• Develop transparent communication protocols with investors
• Maintain updated investor relations materials
• Respond promptly to regulatory inquiries
• Build trust through consistent disclosure practices

Conclusion

Circular 08/2026/TT-BTC demonstrates regulatory efforts to improve the legal framework for Vietnam's securities market. Businesses should proactively study and comply with new regulations to avoid legal risks while capitalizing on opportunities from an increasingly professional and transparent capital market.

The immediate effective date requires swift action. Companies must allocate resources for compliance implementation, train personnel adequately, and establish robust monitoring systems. Those planning to access capital markets should view these enhanced regulations as creating a more reliable and attractive environment for investors, ultimately benefiting well-prepared companies.

Regular consultation with legal and financial advisors is recommended to ensure full compliance and optimize business strategies within the updated regulatory framework.