VIETNAM Law and Practice Contributed by: Minh Duong, Phong Nguyen and Justin Gisz, Asia Counsel Vietnam Law Company Limited
5.2 Securities Regulation Vietnam’s capital markets are governed by a set of key legal documents, including the following. • The Law on Enterprises 2020 (LOE), amended in June 2025, is an overarching law that establishes the legal framework for the establishment, opera - tion and dissolution of enterprises in Vietnam. It also sets forth the legal framework for the private issuance of securities, such as bonds and shares, by non-public companies. • The Law on Securities 2019 (LOS) (as amended) provides a comprehensive regulatory framework for the public issuance, trading and supervision of securities in Vietnam. It also establishes the regula - tory framework for securities intermediaries, such as securities companies and securities investment funds. • Decree No 153/2020/ND-CP related to bond offering (as amended from time to time) provides detailed regulations on the issuance of bonds in Vietnam, including the eligibility requirements for issuers, the registration process and the ongoing disclosure obligations. • Decree No 155/2020/ND-CP (Decree 155) (as amended from time to time) provides detailed regulations on various aspects of the LOS, such as the registration process for securities offerings, the regulation of securities intermediaries and the pen - alties for securities violations. In September 2025, the government amended Decree 155 with the aim of attracting more foreign investment in the secu - rities market as a big step for the upgrade from Frontier Market to Secondary Emerging Market. Notably, it permits companies to simultaneously register for both an Initial Public Offering (IPO) and a stock listing. This reform reduces the period between IPO approval and the commencement of trading from 90 days to just 30 days, thereby short - ening the overall IPO process by approximately three to six months compared to previous proce - dures. Further, the amendments introduced stricter requirements for the public offering of securities, such as credit rating requirements. • On 8 October 2025, FTSE Russell announced its reclassification of Vietnam’s stock market from a Frontier Market to a Secondary Emerging Market. Such recognition makes Vietnam more visible and
in Vietnam must adhere to various reporting require - ments to avoid potential administrative penalties.
5. Capital Markets 5.1 Capital Markets Overview Vietnam’s capital markets comprise two key seg - ments: debt and equity markets (stock market). Debt Market Companies incorporated and operating in Vietnam as LLCs or JSCs (including FDI enterprises) can issue bonds to raise capital, but only JSCs can issue con - vertible bonds or warrant-linked bonds. These bonds can be offered domestically or on international mar - kets. In Vietnam, the domestic market accounts for a substantial portion of bond transactions. Stock Market The stock market in Vietnam is conceptually divided into two primary components, as follows. • In the primary market, businesses issue securities to raise capital. • In the secondary market, securities offered in the primary market are traded by different investors on the relevant stock exchange. The two largest stock exchanges in Vietnam are the Hanoi Stock Exchange (HNX) and the Ho Chi Minh City Stock Exchange (HOSE). These secondary markets facili - tate the buying and selling of securities, providing liquidity for investors and enabling them to trade previously issued stocks and other financial instru - ments. In addition to HNX and HOSE, there are also other platforms known as UpCom (UpCom Market) and OTC (Over the Counter) for trading shares of unlisted public companies or securities not listed on a centralised exchange. Despite the vibrancy of the capital market, bank financing still plays a dominant role in providing suf - ficient capital for investors in Vietnam. The financial system continues to rely heavily on credit capital for business operations and project development.
722 CHAMBERS.COM
Powered by FlippingBook