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VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION
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SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
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No: 24/QD-HDTV
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Hanoi, April 16, 2025
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DECISION
PROMULGATING THE REGULATION PROVIDING GUIDELINES FOR REGISTRATION
OF SECURITY INTERESTS FOR SECURITIES REGISTERED WITH THE VIETNAM SECURITIES
DEPOSITORY AND CLEARING CORPORATION
BOARD OF DIRECTORS
VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION
Pursuant to the Law on
Securities dated November 26, 2019;
Pursuant to the Law on
Amendments to the Law on Securities, the Law on Accounting, the Law on
Independent Audit, the Law on State Budget, the Law on Management and Use of
Public Property, the Law on Tax Administration, the Law on Personal Income Tax,
the Law on National Reserves, and the Law on Handling of Administrative
Violations dated November 29, 2024;
Pursuant to the Law on
Enterprises dated June 17, 2020;
Pursuant to Decree No.
155/2020/ND-CP dated December 31, 2020 of the Government on elaboration of
certain Articles of the Law on Securities;
Pursuant to Decree No.
99/2022/ND-CP dated November 30, 2022 of the Government on registration of
security interests;
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Pursuant to Decree No.
165/2018/ND-CP dated December 24, 2018 of the Government on electronic
transactions in financial operations;
Pursuant to Decision
No. 26/2022/QD-TTg dated December 16, 2022 of the Prime Minister on the
establishment, organization and operation of the Vietnam Securities Depository
and Clearing Corporation;
Pursuant to Decision No.
1275/QD-BTC dated June 14, 2023 of the Minister of Finance promulgating the
Charter on organization and operation of the Vietnam Securities Depository and
Clearing Corporation;
Pursuant to Official
Dispatch No. 1058/UBCK-PTTT dated April 15, 2025 of the State Securities
Commission regarding the approval of the Regulation providing guidelines for
the registration of security interests for securities registered with the
Vietnam Securities Depository and Clearing Corporation;
Pursuant to Resolution
No. 84/2025/NQ-HDTV dated April 16, 2025 of the Board of Directors on the
promulgation of Operational Regulations of the Vietnam Securities Depository
and Clearing Corporation;
At the request of the
General Director of the Vietnam Securities Depository and Clearing Corporation;
HEREBY DECIDES:
Article
1. Promulgated with this Decision is the "Regulation providing guidelines
for the registration of security interests for securities registered with the
Vietnam Securities Depository and Clearing Corporation."
Article
2.
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2. From the effective date of this Decision, all regulations
related to the registration of security interests for securities registered
with the Vietnam Securities Depository and Clearing Corporation (except for
privately placed corporate bonds) under the Regulation providing guidelines for
the registration of security interests for securities registered with the
Vietnam Securities Depository and Clearing Corporation issued together with
Decision No. 21/QD-HDTV dated August 10, 2023 shall cease to be effective.
Article
3. The General Director, Branch Director in the Ho Chi Minh
City, Head of the Administration and Management Department, Head of the Member
Management and Securities Custody Department, Chief of the Office of the Board
of Directors, Heads of departments/divisions of of the Vietnam Securities
Depository and Clearing Corporation, and relevant organizations and individuals
shall implement this Decision./.
ON BEHALF OF BOARD OF DIRECTORS
CHAIRPERSON
Nguyen Son
REGULATION
GUIDELINES ON REGISTRATION OF SECURITY INTERESTS FOR
SECURITIES REGISTERED WITH VIETNAM SECURITIES DEPOSITORY AND CLEARING
CORPORATION
(Issued together with Decision No.../QD-HDTV dated...2025 of the Board of
Directors of Vietnam Securities Depository and Clearing Corporation)
Chapter
I
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Article
1. Scope
This Regulation provides
guidelines on matters related to the registration of security interests for
securities registered with the Vietnam Securities Depository and Clearing Corporation
(hereinafter referred to as “VSDC”), including:
1. Registration of
security interests;
2. Registration of
changes or corrections to registered information on security interests;
3. Deregistration of
security interests;
4. Provision of security interest
registration information.
Article
2. Regulated entities
1. Individuals and
organizations holding securities registered with the VSDC and applying for the
registration of security interests or provision of information on security
interests for such securities.
2. Depository members
(DM) and direct account holders.
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Article
3. Definitions
For the purposes of this
Decree, the following terms are defined as follows:
1. "Digital
signature" refers to a type of electronic signature as prescribed by
the law on electronic transactions, used by authorized persons of the VSDC,
DMs, or direct account holders to authenticate the information and data they
send.
2. "Electronic
document" means information on business operations at the VSDC that is
electronically created, sent, received, and stored in accordance with the law
on electronic transactions in financial operations via issuer communication
system or ISO-message based gateway, or via the Internet on web-based interface
of VSDC, and authenticated by the digital signature of an authorized person of
the VSDC, DM, or direct account holder. Electronic documents under this
Regulation include the following types:
a. Electronic
confirmations and electronic transactions are those created and conducted on
the VSDC's system via its issuer communication system;
b) Operational messages
are data files that contain information on business operations based on ISO
15022 standard and are exchanged through the VSDC’s ISO-message based gateway.
3. "Terminal-based
gateway" refers to an application software environment that enables
DMs, direct account holders and the VSDC to indirectly exchange information on
business operations in the form of electronic confirmations and electronic transactions
through workstations installed with the VSDC's software at the headquarters and
branches of DMs or direct account holders.
4. "ISO-message
based gateway" refers to an application software environment which
enables DMs, direct account holders and VSDC to directly exchange information
on business operations in the form of operational message between operational
systems of DMs, direct account holders and the system of the VSDC.
Article
4. General provisions on submission and processing of applications
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2. Where an individual or
organization has securities confirmed freeze to be used as collateral for loans
at credit institutions by VSDC and has not yet registered the security interest
before the effective date of Government Decree No. 155/2020/ND-CP and currently
applies for registration of security interests with VSDC, such individual
or organization shall submit an application in accordance with clause 1 Article
5 of this Regulation without the application for freezing of securities.
3. The submission and return
of results for processing of the application for registration, modification,
correction, or deregistration of security interests may be conducted in person,
by post, or through the online registration system for security interests. For
deregistration of security interests specified in clauses 4 and 5, Article 170
of Decree No. 155/2020/ND-CP, the application submission and return of
application-processing results shall be conducted in person or by post.
4. VSDC shall
simultaneously process the application for registration, modification,
correction, or deregistration of security interests and the application for
freezing and unfreezing of securities used as collateral for secured
transactions.
5. VSDC shall process a
valid and complete application for registration, modification, correction, or
deregistration of security interests (including applications for freezing and
unfreezing of securities) on the same day of receipt; if such application is
received after 3:00 p.m. on the same day, VSDC shall process it on the next
working day. In case of extended processing time, VSDC shall complete the
application processing within 3 working days.
6. VSDC shall process a
valid and complete application for provision of information on the registration
of security interests on the same day of receipt; if such application is
received after 3:00 p.m., VSDC shall process it on the next working day. In
case of extended processing time, VSDC shall complete the application
processing within 3 working days.
7. Within one (01)
working day from the date of receipt of application-processing results from
VSDC, the DM shall notify the relevant client.
Chapter
II
SPECIFIC
PROVISIONS
Article
5. Registration of security interests
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2. An application for
freezing of securities used as collateral for secured transactions consists of:
a. An application form
for securities freeze transfer prepared by the DM or direct account holder,
using Form No. 01/BD enclosed with this Regulation (02 copies);
b) An application form
for freezing of securities prepared by the grantor, using Form No. 02/BD
enclosed with this Regulation (01 copy).
3. VSDC shall issue a confirmation
of registration of security interests made in Form No. 62 specified in the
Appendix issued together with Decree No. 155/2020/ND-CP, record such
registration in the VSDC's Security Interest Register, and return the
application-processing results (including securities freeze confirmation) to
the DM or direct account holder.
Article
6. Registration of modification or correction of security interests
1. An application for
modification or correction of security interests shall comply with clause 2, Article
170 of Decree No. 155/2020/ND-CP. The list of securities to be modified or
corrected (if any), made in Form No. 55 specified in the Appendix issued with
Decree No. 155/2020/ND-CP, must clearly state the quantity of securities before
and after modification for each securities code in the “Notes” column.
2. Where the modification
or correction of security interests results in a change to securities used as
collateral for secured transactions, the application for freezing and
unfreezing of securities shall consist of:
a. An application form
for securities freeze/unfreeze transfer prepared by the DM or direct account
holder, using Form 03/BD enclosed with this Regulation (02 copies);
b) An application form
for freezing and unfreezing of securities prepared by the grantor, using Form
No. 04/BD enclosed with this Regulation (01 copy).
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Article
7. Deregistration of security interests
1. An application for
deregistration of security interests shall comply with clause 3, 4, and 5,
Article 170 of Decree No. 155/2020/ND-CP. In case of deregistration of a
security interest at the request of a civil judgment enforcement agency, such
agency shall submit the application to VSDC and the list of securities
specified in point b, clause 4, Article 170 of Decree No. 155/2020/ND-CP is not
required to be certified by the DM.
2. An application for
unfreezing of securities used as collateral for secured transactions shall be
an application form for securities unfreeze transfer prepared by the DM or
direct account holder, using Form No. 05/BD enclosed with this Regulation) (02
copies). In case of deregistration of a security interest at the request of a
civil judgment enforcement agency, the application for unfreezing of securities
is not required.
3. VSDC shall issue a confirmation of deregistration of
security interests made in Form No. 62 specified in the Appendix issued
together with Decree No. 155/2020/ND-CP, record such deregistration in the
VSDC's Security Interest Register, and return the application-processing
results (including securities unfreeze confirmation) to the DM or direct
account holder.
Article
8. Actions taken in cases securities are deregistered
1. Where securities
registered as security interests are deregistered in accordance with law, VSDC
shall notify the DM or direct account holder to inform the parties to carry out
procedures for deregistration of the security interest before the date on which
securities is deregistered (applicable to securities not subject to rights
execution record date via VSDC) or before the record date (applicable to
securities of which a record date has been fixed for deregistration via VSDC).
If the parties fail to complete the deregistration procedures, VSDC shall
automatically deregister the security interest in accordance with the law and
notify the DM or direct account holder to inform the relevant parties.
2. Where the
parties to the registered security interest wish to maintain it, they may
submit an application for modification of the security interest to VSDC in
accordance with Article 6 of this Regulation. Such modification must be
completed before the date on which securities is deregistered.
Article
9. Disposal of collateral being securities registered as security interests
1. VSDC shall dispose of
collateral being securities registered as security interests with VSDC in
accordance with Article 172 of Decree No. 155/2020/ND-CP.
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Article
10. Provision of security interest registration information
1. Provision of
information on security interests registered with VSDC shall comply with
Article 171 of Decree 155/2020/ND-CP.
2. People’s Courts,
People’s Procuracies, investigative agencies, civil judgment enforcement
agencies, and other competent state authorities that wish to obtain security interest registration
information shall send a written request directly or by post to VSDC. VSDC
shall return the confirmation to the requester either directly or by post.
3. An
individual or organization that wishes to obtain information on securities registered as security interests shall submit an information request form using Form
No. 63 in the Appendix issued with Decree No. 155/2020/ND-CP to VSDC through a
DM. The request must specify the serial number of VSDC’s confirmation of
registration of security interests; the full name, the number of ID card/ citizen
ID card/business registration certificate or equivalent document, date of issue
of the secured party or the grantor, and the securities code.
4. The DM shall notify VSDC within 01 working day from
the date of receiving the information request form from the individual or
organization.
5. If the information
stated on the information request form matches the information managed by VSDC,
VSDC shall issue a document contain information on securities registered as
security interests with VSDC (using Form No. 06/BD) and return results to the
relevant individual or organization via the DM. Vice versa, VSDC shall issue a
written notice to the individual or organization via the DM.
6. VSDC shall refuse to
provide security interest registration information in accordance with clause 5,
Article 169 of Decree No. 155/2020/ND-CP and clause 1, Article 51 of Decree No.
99/2022/ND-CP dated November 30, 2022, on registration of security interests.
Article
11. Refuse to register security interests
VSDC shall refuse to
register security interests in accordance with clause 5, Article 169 of Decree
No. 155/2020/ND-CP and Article 15 of Decree No. 99/2022/ND-CP.
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ONLINE
REGISTRATION OF SECURITY INTERESTS
Article 12. Registration for participation in the online
registration system for security interests
1.
A VSDC's DM or direct account holder may register for participation in the VSDC’s online
registration system for security interests and shall be granted access rights
by the VSDC. An application for system participation shall consist of:
a)
Registration form for participation in the online registration system for
security interests, using Form No. 07/BD
b) List of person
authorized to use the VSDC’s online registration system for security interests,
using Form No. 08/BD.
2.
Within 03 working days from the date of receipt of the application, the VSDC
shall issue a written notice to the DM or direct account holder regarding
approval or disapproval. In case of disapproval, the VSDC shall specify the
reasons.
Article 13. Procedures for online
registration of security interests
1. Based
on the application for registration, modification, correction, or
deregistration of security interests or the application for provision of
security interest registration information, the DM or direct account holder
shall use its granted account to access the VSDC’s online registration system
for security interests, declare the required information into the system on
behalf of the applicant, and simultaneously send a scan copy of the application
in PDF/JPG file via the online registration system.
2. The
DM or direct account holder shall send an electronic
document concerning freezing and unfreezing of securities (if any) via
ISO-message based gateway or terminal-based gateway.
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4. The
VSDC shall send electronic documents concerning the results of registration,
modification, correction, or deregistration of security interests, provision of
security interest registration information, the freezing
and unfreezing of securities (if any); and
confirmation of the results of registration, modification, correction, or
deregistration of security interests, provision of security interest
registration information within time limits specified clauses 5 and 6, Article
4 of this Regulation. In case of discrepancies between the declared information
and the attached application, the VSDC shall refuse to confirm the registration
in the system and specify the reasons.
5. The
DM or direct account holder shall bear full responsibility for accurately and
completely declaring the information and for ensuring that the application sent
the VSDC is legally valid at the request of the client.
6. If there is any ground
for refusal of registration of security interests
as prescribed in clause 1, Article 15 of Decree No. 99/2022/ND-CP, the
registration agency shall give the refusal on the online registration system
for security interests or sent a written
notice to the applicant.
Article 14. Looking up security interest registration
information
1. The
DM or direct account holder shall use its granted account to access the VSDC’s
online registration system for security interests for looking up registration
information following the registration number of the security interest;
depository account number; and security contract number.
2.
Relevant individuals and organizations that wish to look up online security
interest registration information without requiring a certificate of security
interest registration from the VSDC may look up such information on the VSDC’s
website at https://tracuugdbd.vsd.vn following the registration number
of the security interest; the number of ID card/citizen ID card /business
registration certificate or equivalent document of the grantor.
Chapter
IV
IMPLEMENTATION
PROVISIONS
Article
15. Implementation provisions
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2. Any amendments to this
Regulation shall be decided by the VSDC 's Board of Directors after obtaining
the approval of the State Securities Commission.