Circular 138/2025/TT-BTC: Amending Regulations on Securities Transaction Supervision

General Information

Circular 138/2025/TT-BTC was issued by the Minister of Finance on December 30, 2025, and takes effect from March 1, 2026. This document amends and supplements certain articles of two important circulars in the securities sector:

• Circular 95/2020/TT-BTC dated November 16, 2020, guiding securities transaction supervision on the securities market
• Circular 06/2022/TT-BTC dated February 8, 2022, guiding the State Securities Commission's compliance supervision work

Purpose of Issuance

Circular 138/2025/TT-BTC is issued to:

• Perfect the legal framework for securities market supervision
• Strengthen the effectiveness of securities transaction supervision
• Update regulations in line with market development realities
• Enhance transparency and protect investor rights
• Improve the compliance supervision capacity of regulatory agencies

Scope of Regulation

Applicable Subjects

The circular applies to:

• State Securities Commission: State management agency for securities
• Vietnam Stock Exchanges and subsidiaries
• Vietnam Securities Depository and Clearing Corporation (VSD) and subsidiaries
• Securities companies: Intermediary organizations providing securities services
• Listed companies: Enterprises with stocks and bonds listed on exchanges
• Investors: Individuals and organizations participating in securities trading

Main Amended Content

The circular focuses on two main aspects:

1. Securities Transaction Supervision (amending Circular 95/2020/TT-BTC):

• Update market transaction supervision procedures
• Adjust criteria for detecting abnormal transactions
• Improve mechanisms for handling securities trading violations
• Enhance automated supervision technology and early warning systems
• Clarify responsibilities of market participants

2. Compliance Supervision (amending Circular 06/2022/TT-BTC):

• Improve SSC's compliance supervision procedures
• Clarify roles and responsibilities of market organizations
• Update reporting and information disclosure requirements
• Strengthen coordination among supervisory agencies
• Enhance effectiveness of securities activity inspection and audit

Significance for Enterprises

Listed Companies

Companies already listed or planning to list need to:

• Strictly comply with information disclosure and periodic reporting regulations
• Update internal procedures to align with new supervision requirements
• Train personnel on compliance regulations in securities
• Establish internal control systems ensuring information transparency and accuracy
• Coordinate with securities companies to understand changes affecting trading activities

SMEs Planning Capital Mobilization

For SMEs intending to issue shares or bonds:

• Thoroughly study supervision and compliance requirements before deciding to list
• Prepare governance systems meeting public company standards
• Assess financial capacity and ability to meet information disclosure requirements
• Seek professional advice from securities companies, lawyers, and auditors
• Plan costs for post-listing compliance

Indirect Impacts

Although Circular 138/2025/TT-BTC primarily regulates intermediary organizations and regulatory agencies, enterprises may still encounter the following impacts:

On Stock Trading

• Stricter supervision systems can detect abnormal transactions faster
• Stock prices may be better protected from market manipulation
• Liquidity may improve due to greater market transparency

On Reporting and Information Disclosure

• Information disclosure requirements may be updated in more detail
• Reporting deadlines may be adjusted
• Report format and content may change

On Legal Liability

• Violations may be detected more quickly
• Penalties may be applied more strictly
• Responsibilities of insiders and major shareholders are closely monitored

Recommendations for Enterprises

Immediate Actions

1. Monitor detailed documents: When the circular is fully published, study specific provisions carefully
2. Contact advisors: Consult with securities companies and securities law attorneys
3. Assess impact: Identify changes directly affecting the enterprise
4. Develop plans: Build a compliance roadmap before March 1, 2026

Long-term Actions

1. Enhance governance: Improve corporate governance systems to international standards
2. Train personnel: Invest in team capacity for compliance and information disclosure
3. Digitalization: Apply technology in management, reporting, and information disclosure
4. Build compliance culture: Create a work environment valuing transparency and legal compliance

Key Considerations for SME Owners

For Non-Listed SMEs

If your business is not involved in securities markets:

• This circular has minimal direct impact on daily operations
• However, if you plan to access capital markets in the future, understanding these regulations is valuable
• Consider long-term capital raising strategies in light of enhanced supervision

For Listed or Soon-to-be-Listed SMEs

If your company is already listed or planning IPO:

• Budget for compliance costs: Enhanced supervision may require additional resources
• Review governance structures: Ensure board composition and internal controls meet updated standards
• Information systems: Invest in systems capable of producing required reports accurately and timely
• Professional support: Engage securities lawyers and compliance consultants early
• Timeline management: Prepare for implementation at least 2-3 months before March 1, 2026

Implementation Timeline

Now until March 1, 2026:

• Review detailed circular provisions when published
• Conduct gap analysis of current practices versus new requirements
• Develop action plans and assign responsibilities
• Arrange training for relevant staff
• Update internal policies and procedures

From March 1, 2026:

• Full compliance with new supervision regulations required
• Regular monitoring of compliance effectiveness
• Periodic review and adjustment of internal processes

Areas Requiring Special Attention

Transaction Monitoring

Enhanced transaction supervision may affect:

• Insider trading controls
• Related party transactions
• Large block trades
• Trading by directors, officers, and major shareholders

Information Disclosure

Potential changes in:

• Timing requirements for material event disclosure
• Format and content of periodic reports
• Electronic submission systems and procedures
• Penalties for late or inaccurate disclosure

Compliance Function

Listed companies may need to:

• Strengthen internal compliance departments
• Implement more robust control systems
• Conduct regular compliance audits
• Report compliance status to regulators more frequently

Potential Benefits

While compliance requires effort and resources, enhanced supervision brings benefits:

• Fairer markets: Reduced manipulation protects all investors
• Better valuation: Increased transparency may improve stock valuations
• Investor confidence: Stronger supervision attracts more capital to the market
• International recognition: Alignment with global standards facilitates foreign investment
• Reduced fraud risk: Better detection systems protect companies and investors

Conclusion

Circular 138/2025/TT-BTC represents an important step forward in perfecting Vietnam's securities market supervision legal framework. While it does not directly impact the daily operations of most SMEs, businesses involved in securities markets need thorough preparation to comply with new regulations. Close monitoring of detailed guidance and tight coordination with relevant parties will help enterprises capitalize on capital market opportunities while ensuring full legal compliance.

Businesses should view these enhanced supervision measures not as burdens but as opportunities to strengthen governance, build investor confidence, and position themselves for sustainable growth in an increasingly transparent and well-regulated market environment.