The Vietnamese government has shaken up its financial market regulations with the issuance of Decree No. 245/2025/ND-CP, a sweeping set of reforms announced on September 12, 2025. The decree, which took effect a day earlier, introduces a raft of new measures aimed at tightening conditions for public bond offerings, enhancing investor protections, and streamlining processes for initial public offerings (IPOs). These changes are poised to have a significant impact on both domestic and foreign investors eager to participate in Vietnam’s burgeoning securities market.
At the heart of the decree is a determined effort to address vulnerabilities in the corporate bond market. According to coverage from Báo Đầu Tư, prior regulations under Article 19 of Decree No. 155/2020/ND-CP only required issuers or those registering bonds for public sale to obtain a credit rating if the total value of bonds mobilized in a 12-month period exceeded 500 billion VND and represented more than half of the issuer’s charter capital, or if total bond debt surpassed 100% of charter capital. This relatively relaxed threshold allowed some companies to issue bonds without sufficient financial safeguards, leading to cases where issuers were unable to meet their payment obligations—ultimately leaving investors exposed to significant losses.
Decree No. 245/2025/ND-CP tackles these weaknesses head-on. Now, all organizations issuing or registering bonds for public sale must obtain a credit rating from an independent agency, unless the bonds are issued by credit institutions or are fully guaranteed for principal and interest by foreign credit institutions or international financial organizations. This move is widely seen as a major step forward in ensuring that only financially sound entities can tap into the public bond market, thereby reducing systemic risks and bolstering investor confidence.
The decree doesn’t stop there. It adds several new requirements to Article 19, including the stipulation that issuers must have a bondholder representative, as outlined in Article 24. Perhaps most notably, it places a cap on the amount of debt an issuer can carry: total liabilities, including the value of bonds to be issued, must not exceed five times the issuer’s charter capital, based on the most recent audited financial statements. There are exceptions for state-owned enterprises, real estate project issuers, credit institutions, insurance and reinsurance companies, securities firms, and fund management companies. Additionally, the decree clarifies that debt used to restructure existing obligations is excluded from this cap, provided that the funds are strictly used for that purpose and not diverted elsewhere.
For companies planning multiple bond offerings, the decree mandates that the value of bonds issued in each tranche must not exceed the issuer’s charter capital. However, if bonds are guaranteed by certain financial institutions, some of these restrictions may be waived. As Báo Đầu Tư notes, these provisions are designed to curb excessive leverage among issuers, a problem that has previously plagued Vietnam’s rapidly expanding bond market.
International financial organizations looking to issue public bonds in Vietnam are also subject to new rules. The decree amends Article 26 to require that such bonds have a minimum term of five years and that all proceeds be invested in domestic projects or in the capital of Vietnamese companies. Issuers must commit to fulfilling their obligations to investors, including prompt payment and upholding legal rights and interests, and must open escrow accounts to receive bond purchase funds. Furthermore, there is now a binding obligation to list the bonds on an exchange promptly after the offering.
One of the most investor-friendly aspects of Decree No. 245/2025/ND-CP is its focus on expediting IPOs and stock listings. The new Article 111a allows joint stock companies to simultaneously register for listing and conduct their initial public offering, ensuring that shares are listed immediately after the IPO. This change is intended to protect the rights of investors who purchase shares in the IPO, allowing them to trade their shares on the secondary market without unnecessary delay. The process has been further streamlined by reducing the maximum time to bring securities to market trading after exchange approval from 90 days to just 30 days. By cutting the wait by up to two months, the government hopes to make IPOs more attractive and efficient, both for issuers and for investors who have long called for faster access to newly listed stocks.
Another significant reform concerns the rights of foreign shareholders. The decree abolishes previous regulations that allowed a company’s general meeting of shareholders or its charter to set a maximum foreign ownership limit below what is stipulated by law or international commitments. Companies that have already notified a maximum foreign ownership ratio may maintain or increase it to align with legal requirements, but those that have not yet completed this notification must do so within 12 months from the effective date of the decree. This adjustment is expected to make Vietnam’s stock market more accessible and appealing to foreign investors, while also reducing legal risks for them if corporate events impact their holdings.
According to Báo Đầu Tư, these changes are also part of a broader effort to enhance the transparency and stability of the Vietnamese securities market. The decree’s introduction coincides with ongoing enforcement actions against market participants who violate regulations, such as the recent 700 million VND fine imposed on DSC Securities for multiple breaches. The government’s dual approach—tightening market entry requirements while cracking down on non-compliance—signals a clear intent to build a more robust and trustworthy financial system.
The reforms are already being hailed by market watchers as a turning point. By imposing stricter financial safety criteria, mandating independent credit ratings, and ensuring rapid listing of IPO shares, Vietnam is sending a strong message to both domestic and international investors: the market is open for business, but only on a sound and transparent footing. The hope is that these changes will not only curb risky behavior and protect investors, but also attract new capital, stimulate economic growth, and solidify Vietnam’s reputation as a rising star in the global financial arena.
With Decree No. 245/2025/ND-CP now in effect, the Vietnamese securities market is poised for a period of greater discipline, efficiency, and international integration—an outcome that many stakeholders have long awaited.
