Investment funds: ILPA and SSC, when is it mandatory
Two sets of standards, two completely different layers of binding. Misalignment wastes effort and overlooks what international LP truly demands.
ILPA is not a law. It is a set of reporting templates led by the investor community, which is voluntary but increasingly becoming a practical requirement when raising funds from international LPs. SSC, according to Circular 96/2020/TT-BTC (which has been amended and supplemented multiple times), is the legal obligation applicable to entities such as public companies, listed organizations, public funds, and fund management companies in Vietnam. Private funds raising capital from institutions should proactively follow the ILPA template even though the law does not mandate it. Domestic public funds are required to comply with SSC, and it is advisable to implement both layers if there are foreign LPs.
- fundraising from LPs (limited partners) of international organizations according to ILPA
- public fund listed in Vietnam according to SSC
- domestic fund with foreign LPs for both layers
- confusing ILPA as a mandatory regulation that requires early effort
- I think according to ILPA, there's no need to worry about Circular 96.
ILPA (Institutional Limited Partners Association) and SSC (State Securities Commission, associated with Circular 96/2020/TT-BTC) are two different standards in nature, not two versions of the same requirement. Confusing them can lead to one of two mistakes: either putting effort into something unnecessary or overlooking what international LPs actually require during due diligence.
The essence of each standard set.
The ILPA reporting template is a set of voluntary reporting templates developed and updated by the LP community (investors). The purpose is to standardize the presentation of fees, costs, and carried interest (the profit share allocated to the fund manager) between the general partner (GP) and LPs. Version 2.0 is more detailed than the original from 2016. No legal authority mandates funds to comply with ILPA, but many large LPs have made the use of this template a condition for committing capital to new funds.
Circular 96/2020/TT-BTC is a legal document issued by the Ministry of Finance. This document (which has been amended and supplemented multiple times, so refer to the latest consolidated version) applies to public companies, listed organizations, public funds, fund management companies, and some other entities in Vietnam, stipulating the obligation to disclose information under the supervision of SSC. This is a legal obligation, not a recommendation.
ILPA: Voluntary according to industry standards. International institutional LPs increasingly set it as a condition for evaluation, but there are no legal penalties for non-compliance.
SSC (Circular 96): Mandatory under Vietnamese law for public funds, public companies, and listed organizations. Private funds typically do not fall under this scope. However, member funds managed by domestic fund management companies still have reporting obligations to SSC according to specific regulations on securities investment funds.
When is ILPA necessary, and when is SSC mandatory?
Four practical situations you need to distinguish:
- Private fund raising from international institutional LPs: Not mandatory by law, but ILPA should be considered a default requirement. Many large LPs include ILPA reporting templates in their due diligence document lists and as a condition before committing capital.
- Public fund or listed in Vietnam: Mandatory according to Circular 96. The specific applicability should be verified with a lawyer or an authorized consulting unit.
- Domestic fund with foreign LP: Requires both layers. Circular 96 addresses domestic legal obligations, while ILPA meets the transparency expectations of international LPs.
- Small private fund, close individual investors: There is no need for full ILPA compliance immediately. However, standardizing the structure early will avoid having to redo everything when institutional LPs join later.
Most common mistakes
- Confusing ILPA with legal regulations and then allocating resources to it when the fund does not yet have an organized LP, while the actual SSC obligations are overlooked.
- Thinking that being part of ILPA automatically meets the requirements of Circular 96, while these two do not replace each other.
- Presenting capital account statements and fee schedules in different formats each period, making it impossible to compare across stages.
- Waiting until the LP requests it during the assessment process to create a reporting standard may not meet the committed timeline.
Reporting standards are not just to "have for the record". They are what LP uses to check if GP is operating transparently. Disorganized presentation, even with correct data, sends the wrong signal.
Practical experience.
The determination of whether a fund is public or private, and the verification of compliance data, falls under the responsibility of lawyers and authorized fund management units. This article only helps you distinguish between the two levels of standards to ask the right people.
Decision checklist
Topic: Do investment funds need to comply with ILPA and SSC standards? Sinh Vũ guide, sinhvu.com
Tick each item that applies or that you can already answer, then print or save as PDF to take with you.
If you have marked most of the signs above, this is the time to discuss in more detail. Sinh Vũ can help you review and propose a direction.
This article provides general information according to the documents in effect as of October 6, 2026. This is not legal advice and does not substitute for a lawyer's opinion for your specific case. Rights and obligations between Sinh Vũ and clients arise only according to the signed contract.
References
ILPA Reporting Template hub (Institutional Limited Partners Association); ILPA Reporting Template v.2.0 Suggested Guidance (2025); Circular 96/2020/TT-BTC; Grant Thornton, Private Equity in Vietnam 2025.
Frequently asked questions
If my fund only has domestic individual investors, do I need to follow ILPA?
Legally, it is not mandatory. However, if you plan to expand to institutional LPs or international institutions in the future, standardizing early will avoid having to rebuild the entire reporting system right at the time of due diligence. Creating the original template according to the ILPA structure usually does not cost more than doing it freely, and it is easier to expand later on.
According to ILPA, is there still a need to worry about Circular 96?
Yes, because these two things are on completely different levels. ILPA is an industry standard established by the LP community. Circular 96/2020/TT-BTC is a legal regulation on information disclosure in the securities market, issued by the Ministry of Finance and supervised by the State Securities Commission, applicable to public companies and listed organizations. Domestic public funds need to comply with Circular 96 first, and if there are foreign LPs, they should also follow ILPA concurrently. The specific applicability of each fund should be discussed with a lawyer or an authorized consulting unit.
What is the difference between ILPA version 2.0 and the old version, and is it necessary to switch immediately?
The ILPA reporting template version 2.0 published by ILPA in 2025 presents fees, costs, and carried interest in more detail than the 2016 version. If the fund is preparing documents for a new fundraising round or is about to enter the due diligence phase with institutional LPs, it is advisable to build according to version 2.0 from the start rather than using the old version and then adjusting it. It is recommended to ask the LP conducting the due diligence which version they prefer.
This article is for reference. The scope, pricing, and specific commitments of Sinh Vũ are detailed in the proposal and signed contract.