On September 11, 2025, the Vietnamese government enacted Decree No. 245/2025/ND-CP, marking a sweeping overhaul of the country’s securities regulations. The new decree, which amends and supplements Decree No. 155/2020/ND-CP, introduces a host of tighter rules for public bond offerings, strengthens investor protections, and clarifies the path for foreign investment in Vietnam’s growing capital markets.
According to Báo Điện Tử Chính Phủ, one of the most significant changes is a tightening of conditions for public bond offerings. Previously, organizations issuing or registering bonds for public sale were only required to have a credit rating if the total value of bonds mobilized in a 12-month period exceeded 500 billion VND and more than 50% of the company’s charter capital, or if total bond debt exceeded 100% of charter capital. Outside these thresholds, there were no mandatory debt-to-equity ratios or similar restrictions. This lack of oversight led to situations where companies issued bonds they couldn’t realistically repay, exposing investors to unnecessary risk and, in some cases, significant financial losses.
Under the new decree, as reported by Dak Nong, all organizations issuing or registering bonds for public offering must now secure a credit rating from an independent ratings agency. There are only a few exceptions: bonds issued by credit institutions or those fully guaranteed—both principal and interest—by foreign credit institutions, foreign financial organizations, or international financial institutions. The decree is explicit that the ratings agency cannot be an entity with ties to the issuer, closing a loophole that could have allowed conflicts of interest to go unchecked.
But the reforms don’t stop there. Decree 245/2025/ND-CP adds several new clauses to Article 19 of the previous regulation, setting out additional requirements for public bond offerings. For instance, there must now be an official representative of bondholders, as stipulated in Article 24 of the decree. More strikingly, except for certain state-owned enterprises, real estate project issuers, credit institutions, insurance and reinsurance companies, insurance brokers, securities companies, and fund management companies, the total debt of the issuing organization—including the value of the bonds to be issued—must not exceed five times its charter capital, based on the latest audited financial statements. This aims to prevent overleveraging and ensure issuers maintain a manageable level of debt relative to their equity base.
There are also new rules for companies issuing bonds in multiple tranches: the value of bonds issued in each tranche, at face value, cannot exceed the company’s charter capital. Notably, bonds guaranteed by credit institutions or international financial organizations are exempt from some of these debt and tranche restrictions, reflecting their typically higher creditworthiness and oversight.
The decree has also updated Article 26, which governs public bond offerings by international financial organizations within Vietnam. Now, these organizations must issue bonds with a minimum maturity of five years and present a detailed plan for both the issuance and the use of proceeds. All funds raised must be invested in Vietnamese projects or used to acquire stakes in Vietnamese companies. The organizations are also required to open an escrow account for bond purchases and commit to listing the bonds after the issuance, further ensuring transparency and investor protection.
Another headline change is the introduction of Article 111a, which mandates the simultaneous registration of stock listing with an initial public offering (IPO) for joint-stock companies. This move is intended to safeguard investors’ rights and ensure the success of capital-raising activities. Under the new process, a company’s stock will be listed immediately after the IPO is completed, reducing the risk of post-offering uncertainty and boosting confidence among potential investors. The Stock Exchange will now review listing applications in tandem with the State Securities Commission’s review of IPO filings, streamlining the approval process.
Perhaps most notably for investors eager to get in on the action, the time required to bring newly listed securities to market after approval has been slashed from 90 days to just 30 days. As Báo Điện Tử Chính Phủ notes, this could shorten the time to market by three to six months compared to current practice, making Vietnamese IPOs more attractive and responsive to market conditions. This change is expected to better protect investors by enabling quicker access to trading and reducing the window for potential market volatility or uncertainty.
The decree also addresses the issue of foreign ownership in public companies, a longstanding concern for both domestic and international investors. Previously, a company’s shareholders’ meeting or its charter could set a maximum foreign ownership ratio lower than what was allowed by law or international agreements, sometimes limiting foreign participation below what was technically permitted. Decree 245/2025/ND-CP abolishes this provision. Now, companies must comply with the maximum foreign ownership ratios set by law or international commitments, and they are encouraged to adjust their ratios upward to approach these limits. For companies that have not yet completed the necessary notification procedures regarding their foreign ownership caps, the decree sets a 12-month deadline from its effective date to comply.
The rationale for these changes, as outlined in both Báo Điện Tử Chính Phủ and Dak Nong, is clear: to protect the rights of foreign shareholders, ensure a level playing field, and minimize risks for international investors in the event of market disruptions or company-specific crises. The government hopes that by opening the market as much as possible within legal and international frameworks, Vietnam will continue to attract high-quality foreign investment, spurring economic growth and modernization.
Decree 245/2025/ND-CP took effect immediately upon signing on September 11, 2025. Companies that have yet to finalize their foreign ownership notifications must do so within the next year. The government’s intent is to make Vietnam’s securities market more transparent, robust, and attractive to both domestic and international investors.
In a rapidly evolving financial landscape, these regulatory changes signal Vietnam’s commitment to aligning with international best practices, safeguarding investor interests, and supporting sustainable capital market growth.
