Decree 145/2026/ND-CP

Overview

• Number: 145/2026/ND-CP
• Issued: 5 May 2026
• Effective: 22 June 2026, applicable from fiscal year 2026
• Issuing body: Government
• Replaces: Decree 59/2021/ND-CP dated 18 June 2021

Scope and subjects of application (Article 1)

The decree sets out certain rules on the financial management mechanism and the enterprise-performance evaluation and classification framework applicable to:

• The Vietnam Stock Exchange (VNX)
• The Vietnam Securities Depository and Clearing Corporation (VSDC)
• The Ministry of Finance, in its role as representative of the state-capital owner in VNX and VSDC
• Other related organizations and individuals

Principles for applying the law (Article 2)

Beyond the specific rules in this decree, VNX and VSDC manage their finances and undergo performance evaluation and classification under the Law on Management and Investment of State Capital in Enterprises and its implementing documents. Where this decree conflicts with those implementing documents, this decree prevails.

Investment activities (Article 3)

VNX and VSDC invest in accordance with the law on management and investment of state capital in enterprises. Before making any investment, both entities must identify potential conflicts of interest, propose control measures, and report to the competent investment-decision authority for review and approval. Investment-decision authority follows the state-capital management law, each entity's charter, and related regulations.

Revenue (Article 4)

VNX's revenue falls into three groups: (i) operational revenue - member management, market organization, and other operational activities; (ii) service revenue - information provision, technology infrastructure, and other services; (iii) revenue and income from capital invested in subsidiaries (remaining after-tax profit, the difference between owner's equity and charter capital) plus financial revenue and other income.

VSDC's revenue covers similar groups but with a broader list of specialized operations: member registration and management; securities registration, partial deregistration, and adjustment of registered volumes; custody; securities transfers; exercise of rights; off-exchange ownership transfers; securities lending and borrowing; settlement of principal, interest, and redemption of government debt instruments, government-guaranteed bonds, and local-government bonds; clearing and settlement of securities transactions, position management, position transfers, margin-asset management, and post-trade error handling; registration of security interests over registered securities; securities-blocking services at investor request; and custody and settlement of greenhouse-gas emission quotas and carbon credits. VSDC may also record as financial revenue the deposit interest arising from making payments (on behalf of issuers) of dividends, principal, interest, and redemption proceeds for the securities and debt instruments listed above.

Costs (Article 5)

VNX and VSDC manage costs under the state-capital management law, tax law, and related regulations. VSDC specifically may deduct, when determining taxable income: (a) contributions to its Operational Risk Reserve Fund (set aside quarterly per securities law; any unused balance carries forward to the following year); (b) costs of transferring a VNX subsidiary's operations relating to off-exchange securities ownership transfers.

Enterprise performance evaluation and classification (Article 6)

VNX and VSDC are evaluated and classified under the law applicable to 100%-state-owned enterprises. Beyond the exclusions generally allowed under that law, the two entities may also exclude the effects of: state policy changes affecting their revenue; for VNX - changes in member numbers, listed/registered-trading companies, trading volumes and prices, winning-bid bond values, bond trading values, off-exchange ownership-transfer values, derivatives volumes, auction/competitive-offering/book-building revenue, and revenue from operating a domestic carbon exchange or other markets; for VSDC - changes in custody volumes, securities registration values, settlement values for principal/interest/redemption, the number of rights-exercise events, transfer counts and values, the number of custody/clearing members, end-of-day margin-asset balances, substitute derivative trading values and volumes, post-trade error-handling volumes, security-interest registration filings, blocked securities values, emission-quota/carbon-credit custody volumes, and similar objective factors.

Management of wholly-owned subsidiaries (Article 7)

VNX and VSDC manage their wholly-owned subsidiaries under enterprise law, state-capital management law, securities law, and this decree. They provide input on subsidiaries' financial regulations, which must cover: charter capital and capital mobilization; investment, leasing, mortgaging, pledging, and buying/selling fixed assets; subsidiary revenue and costs (a VNX subsidiary may record as financial revenue the deposit interest from securities auctions; a VSDC subsidiary may deduct contributions to the Operational Risk Reserve Fund); after-tax profit distribution and fund allocation; and other management matters as required. VNX and VSDC must establish internal oversight, financial supervision, and performance-review procedures for these subsidiaries.

Implementation responsibilities (Articles 8-10)

• VNX and VSDC: comply with reporting and information-disclosure requirements; are subject to oversight, inspection, and audit by the owner-representative agency and competent state authorities; supervise the capital they invest in subsidiaries.
• Ministry of Finance: exercises the rights and responsibilities of the owner-representative agency; evaluates policy compliance and proposes amendments to the Government as needed.
• Effective date: 22 June 2026, applied from fiscal year 2026; replaces Decree 59/2021/ND-CP; also updates a cross-reference in Clause 3, Article 12 of Decree 248/2025/ND-CP to reflect the new decree number.