The Vietnam State Securities Commission published an overview of amendments to Vietnam’s Securities Law enacted under Law No. 56/2024/QH15, covering public and private offerings, public company status, accountability for offering and reporting dossiers, market abuse, and changes to clearing and settlement arrangements. Most amendments take effect from 1 January 2025, with selected requirements deferred to 1 January 2026. Key changes include expanding the definition of professional securities investors to cover certain foreign individuals and foreign-established organisations investing in Vietnam, and restricting individual professional investors’ participation in private corporate bond transactions to bonds that are credit-rated and either secured or payment-guaranteed by a credit institution from 1 January 2026. The law also adjusts conditions and documentation for public offerings, including removing the minimum 70 percent “successful distribution” threshold for pro rata rights issues by public companies raising project funding, adding government-specified requirements for public bond offerings (including bondholder representation, leverage and issuance-to-equity parameters, and credit ratings), and requiring an IPO filing to include an independently audited report on paid-in charter capital. For private placements, it tightens shareholder approval and investor-eligibility requirements, introduces clearer SSC powers to suspend and cancel private placements, and sets minimum transfer restrictions of three years for strategic investors and one year for professional investors (subject to stated exceptions). Public company rules are strengthened through a new minimum equity condition of VND 30 billion effective 1 January 2026, enhanced registration and de-registration documentation, revised buyback rules (including a carve-out for repurchasing employee shares without capital-reduction procedures) and a general six-month post-buyback restriction on capital-raising share offers with specified exceptions. Market conduct provisions add a statutory definition of “securities market manipulation” aligned with the Criminal Code and assign explicit legal responsibility for the legality, accuracy and completeness of securities-market dossiers to preparers, advisers and approved auditors. Market infrastructure amendments clarify clearing members’ rights and provide a legal basis for implementing a central counterparty in the cash securities market by allowing the Vietnam Securities Depository and Clearing Corporation to establish a subsidiary and, with Ministry of Finance approval, delegate functions, while bringing that subsidiary within the SSC’s supervisory perimeter. Transitional provisions preserve the prior regime for certain outstanding private corporate bonds offered before 1 January 2026 and for specified offerings and filings submitted before the new rules apply, and the Ministry of Finance plans two government decrees and one circular to detail implementation.

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