Vietnam’s Ministry of Finance has issued Circular No. 145/2026/TT-BTC, which governs the registration, depository, clearing and settlement of securities transactions (“Circular 145”), taking effect from November 16, 2026 – including, notably, provisions on the management of securities borrowing and lending activities. Circular 145 contributes to strengthening the regulatory framework for the securities market, with enhanced regulation of securities borrowing and lending expected to improve transparency, safety, and efficiency in market operations.
Intermediary and operating role
Under Circular 145, the Vietnam Securities Depository and Clearing Corporation (“VSDC”) is designated as the intermediary responsible for organizing, managing and operating securities borrowing and lending activities, connecting lenders and borrowers to carry out transactions in compliance with applicable law.
Operating principles 
Securities borrowing and lending shall comply with the following principles:
- Transactions are conducted either by negotiation or order matching between the borrowing and lending parties, on the condition that the borrower shall provide collateral. Under the order-matching mechanism, priority shall be given based on interest rate, quantity of securities, and order time.
- Collateral may consist of cash or securities meeting the criteria set out in VSDC’s internal operating regulations.
- The value of collateral must reach a minimum ratio of 110% of the loan value.
- Lending interest rates are negotiated between the parties but shall comply with relevant legal provisions.
- Loans shall be repaid with the same securities borrowed, or in cash if approved by the lender. Where repayment in securities would cause the lender’s foreign ownership ratio to exceed the statutory cap, the excess portion shall be settled in cash.
- Where a borrower defaults and the lender receives securities collateral, if this causes the foreign ownership ratio to exceed the statutory maximum, the lender is required to sell the excess securities at the nearest available trading sessions, provided those securities are not restricted, suspended, or halted from trading.
VSDC is responsible for directly organizing, managing and operating all securities borrowing and lending activities at its corporation.
