On 15 September 2025, the Government of Vietnam issued Decree 245/2025/ND-CP (“Decree 245”) introducing significant reforms to Vietnam’s securities market. These reforms are aimed at (i) enhancing foreign investor participation, (ii) streamlining regulatory procedures, and (iii) accelerating Vietnam’s anticipated upgrade to “emerging market” status.
Decree 245 revises the criteria for foreign investors to qualify as “professional investors,” aligning them more closely with international norms. Documentation requirements have been simplified to accommodate foreign legal and regulatory frameworks, thereby facilitating foreign institutions’ participation in private placements and initial public offerings (IPOs).
One of the most notable changes is the reduction of the interval between stock exchange approval and commencement of trading.
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Previous rule: 90 days
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New rule: 30 days
This amendment is expected to shorten the overall listing process by three to six months, thereby improving market liquidity and efficiency.
Decree 245 eliminates the ability of individual company charters or general shareholder meetings to impose foreign ownership limits below statutory or treaty-based thresholds.
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Companies that had previously applied lower foreign ownership caps may now adjust them upward to align with the maximum ceilings permitted by law or Vietnam’s international commitments.
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This change enhances foreign investor rights and strengthens incentives for capital inflows.
The procedures for obtaining securities trading codes have been modernized:
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Applications may now be submitted entirely via the Electronic Securities Trading Code (ESTC) system.
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The requirement to provide physical documents to the Vietnam Securities Depository Center (“VSDC”) has been abolished.
This measure reduces administrative burdens and processing time for foreign investors.
Facilitation of Fund Management and Investment Accounts:
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Foreign funds may, under prescribed conditions, obtain and operate two trading codes, offering greater structuring flexibility for investment strategies.
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Requirements for opening indirect investment and payment accounts have also been relaxed under corresponding banking regulations.
Decree 245 introduces a legal basis for a central counterparty (CCP) clearing mechanism. A subsidiary of the VSDC is authorized to act as the CCP, assuming clearing and settlement obligations in accordance with Securities Law No. 56/2024/QH15. This is regarded as a critical step towards modernizing Vietnam’s securities settlement infrastructure.
Public companies and listed entities are now required to implement bilingual disclosures (Vietnamese and English) under a phased compliance roadmap. This measure ensures equal access to material information for both domestic and international investors and is expected to significantly improve corporate governance standards.
Practical Implications for Businesses and Investors:
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Foreign investors should reassess Vietnam’s market attractiveness in light of reduced entry barriers and improved transparency.
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Listed companies should review their corporate charters and shareholder resolutions to ensure compliance with the removal of restrictive foreign ownership caps.
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Fund managers may explore opportunities for structuring cross-border investment strategies with greater operational flexibility.
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All market participants must prepare for heightened disclosure obligations, particularly regarding English-language reporting.
Decree 245 represents a landmark regulatory reform that strengthens Vietnam’s capital markets, fosters investor confidence, and aligns with the country’s strategic ambition to secure emerging market status in the near future.
