Circular 19/2003/TT-BTC on Treasury Shares Revoked - Guidance on Share Buybacks and Employee Bonus Shares
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Based on:Thông tư 96/2025/TT-BTC; Luật Doanh nghiệp năm 2020 (sửa đổi 2022, 2025) - Ministry of Finance
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The Ministry of Finance confirmed that Circular No. 19/2003/TT-BTC on treasury share management in joint-stock companies has been **revoked** by Circular No. 96/2025/TT-BTC dated 24 October 2025 (effective 15 December 2025). Accordingly, applying Circular 19/2003 to purchase treasury shares for employee bonus purposes **no longer has a legal basis**. Furthermore, the Enterprise Law 2020 (as amended in 2022 and 2025) does not have specific provisions on treasury shares or employee bonus shares. Share offering is governed by Articles 123-125, and share buybacks by company decision are governed by Article 133 of the Enterprise Law. The Ministry of Finance advises businesses to study the Enterprise Law 2020 and apply it in accordance with their specific circumstances.
Q&A: Treasury Shares and Employee Bonus Shares
Source: Ministry of Finance, Q&A dated 18 May 2026
Situation
NWTD Joint Stock Company (a non-public company) wishes to buy back shares to use as employee bonus shares and asks whether Circular 19/2003/TT-BTC can be applied.
Ministry of Finance Conclusion
1. Regarding Circular 19/2003/TT-BTC: Circular No. 96/2025/TT-BTC dated 24 October 2025 revoked Circular No. 19/2003/TT-BTC (effective 15 December 2025). Therefore, there is no longer a legal basis for applying Circular 19/2003 to purchase treasury shares for employee bonus purposes.
2. Regarding Issuing Employee Bonus Shares: The Enterprise Law 2020 (as amended in 2022 and 2025) has no provisions on treasury shares or employee bonus shares. Relevant provisions:
- Share offering: Articles 123, 124, 125 of the Enterprise Law
- Share buyback by company decision: Article 133 of the Enterprise Law (note: company must register a reduction of charter capital within 10 days)
Businesses must study and apply the relevant provisions in accordance with their specific circumstances.