In an effort to attract more foreign investment and expand international access to Vietnam’s securities market, the Ministry of Finance has submitted and received government approval for Decree No. 245/2025/ND-CP, issued on September 11, 2025. The decree amends and supplements several articles of Decree No. 155/2020/ND-CP, detailing the implementation of the Securities Law.
This newly issued decree represents a major step toward establishing a legal foundation and regulatory mechanism to boost the inflow of foreign capital into Vietnam, thereby increasing the country’s financial resources for national development in the new economic era.
More accessible and appealing to foreign investors
One key highlight of Decree 245 is the facilitation of deeper participation from foreign investors in Vietnam’s securities market. The new decree recognizes the status of professional securities investors for both foreign individuals and organizations legally operating in Vietnam.
Corresponding procedures and documentation requirements have also been adjusted to align with foreign-issued papers, simplifying the qualification process. This adjustment allows foreign investors easier access to private placements and initial offerings, while encouraging more international institutions to expand their investment footprint in Vietnam.
Experts note another important reform in the decree: the shortening of timeframes for listing newly issued securities. Under the new provisions, IPO documentation and listing registration will be reviewed concurrently, streamlining the process.
Specifically, the time between approval and actual trading has been reduced from 90 days to just 30 days. This slashes the listing process by three to six months, protecting investor interests and improving appeal – especially among foreign investors, who place high value on efficiency and market liquidity.
Foreign ownership rules clarified and expanded
Decree 245/2025/ND-CP also enhances shareholder rights for foreign investors by eliminating prior rules that allowed public companies or their shareholders’ meetings to limit foreign ownership below the legal or internationally committed maximum.
This change provides foreign investors more freedom to trade, greater access to listed companies, and lower exposure to risks stemming from irregular corporate decisions. Public companies must now declare their maximum foreign ownership limits within 12 months of the decree’s effective date – correcting previous lapses in compliance.
Ownership limits are already disclosed on enterprise websites, stock exchanges, and updated daily by the Vietnam Securities Depository, ensuring transparency and ease of access for foreign investors.
Simplified procedures and reduced entry barriers
According to the State Securities Commission, the new decree simplifies the process of issuing trading codes for foreign investors. They can now begin trading immediately upon receiving their online securities trading code (ESTC) without submitting physical paperwork to obtain official certification. This cuts costs and enhances market accessibility.
In tandem, the State Bank of Vietnam has issued new circulars to simplify procedures for opening indirect investment capital accounts and payment accounts for foreign investors. These reforms help reduce time and cost barriers, bringing Vietnam closer to achieving its goal of being upgraded to emerging market status.
One notable addition allows foreign fund management companies to obtain two separate trading codes – one for proprietary trading and one for managing client transactions. This streamlines internal operations and supports implementation of omnibus accounts per international practices, improving governance and transparency.
New risk mitigation and rating requirements
The decree also provides a legal basis for implementing central counterparty (CCP) clearing and settlement mechanisms – one of the major reforms expected by foreign investors. The CCP model mitigates exchange rate risks during the settlement cycle and creates a safer backstop in case of payment issues.
Although the final deadline for CCP implementation is December 31, 2027, the State Securities Commission is planning to launch it as early as Q1 2027.
International standards for disclosure and transparency
To protect investor rights and improve access to reliable information, listed companies and public firms are now required to disclose information simultaneously in both Vietnamese and English, according to a phased roadmap. This ensures equal information access for domestic and international investors.
In addition, corporate bonds offered publicly must now carry a credit rating, which may come from internationally recognized agencies such as Moody’s, Standard & Poor’s, or Fitch Ratings. This measure enhances transparency and brings Vietnam’s bond market closer to global norms, building investor confidence.
Decree 245/2025/ND-CP also expands the pool of institutions eligible to guarantee corporate bonds offered publicly. Previously limited to domestic credit institutions, the list now includes international financial organizations – offering Vietnamese companies broader options for capital mobilization while boosting foreign investor trust.
Corporate governance, reporting obligations, capital use disclosures, dividend distribution, and shareholder protections have also been updated in the decree to minimize conflicts of interest and strengthen transparency. These reforms are critical to aligning Vietnam’s securities market with international standards and meeting the rigorous
Nhan Dan
