Summary of the Securities Law 2019 & Amendments 2024
I. Scope – Subjects – Principles
1. Scope of regulation
The Law governs all activities related to securities and the securities market, including:
• Offering, listing, trading
• Securities business and investment
• Information disclosure
• State management
2. Applicable subjects
• Vietnamese and foreign organizations and individuals
• State regulatory authorities
• Related organizations and individuals
3. Principles of operation
• Respect for ownership rights
• Fairness, transparency, openness
• Investor protection
• Self‑responsibility for risks
II. Definitions of key concepts
In this Law, the following terms are defined as follows:
1. Securities are assets, including: a) Shares, bonds, fund certificates; b) Warrants, covered warrants, rights to purchase shares, depository receipts; c) Derivatives; d) Other types of securities as prescribed by the Government.
2. Shares are securities confirming the lawful rights and interests of the holder over a portion of the issuer’s charter capital.
3. Bonds are securities confirming the lawful rights and interests of the holder over a portion of the issuer’s debt.
4. Fund certificates are securities confirming an investor’s ownership over a portion of the capital contributed to a securities investment fund.
5. Warrants are securities issued together with bonds or preferred shares, granting the holder the right to purchase a certain number of common shares at a predetermined price within a specified period.
6. Covered warrants are securities backed by collateral and issued by securities companies, granting the holder the right to buy (call warrant) or sell (put warrant) the underlying securities with the issuer at a predetermined price at or before a specified time, or receive the difference between the strike price and the underlying price at exercise.
7. Rights to purchase shares are securities issued by joint stock companies granting existing shareholders the right to purchase newly issued shares under predetermined conditions.
8. Depository receipts are securities issued based on underlying securities of organizations legally established and operating in Vietnam.
9. Derivatives are financial instruments in the form of contracts, including options, futures, and forwards, confirming the rights and obligations of parties regarding payment or transfer of underlying assets at predetermined prices and times.
10. Underlying assets of derivatives are securities, securities indices, or other assets prescribed by the Government used to determine the value of derivatives.
11. Options contracts are derivatives confirming the buyer’s right and the seller’s obligation to perform one of the following transactions:
- Buy or sell a specified quantity of underlying assets at a predetermined strike price before or on a specified future date;
- Settle the difference between the predetermined value of the underlying asset at contract signing and its value before or on the specified future date.
12. Futures contracts are listed derivatives confirming commitments between parties to:
- Buy or sell a specified quantity of underlying assets at a predetermined price on a specified future date;
- Settle the difference between the predetermined value of the underlying asset at contract signing and its value on the specified future date.
13. Forward contracts are over the counter derivatives confirming commitments between parties to buy or sell a specified quantity of underlying assets at a predetermined price on a specified future date.
14. Securities market activities include offering, listing, trading, securities business, investment, securities services, information disclosure, public company governance, and other activities under this Law.
15. Securities investment means buying, selling, and holding securities on the securities market.
16. Investor means any organization or individual participating in securities investment.
17. Strategic investor is selected by the General Meeting of Shareholders based on financial capacity, technological capability, and commitment to cooperate with the company for at least 3 years.
18. Major shareholder owns 5% or more of voting shares of an issuer.
19. Public offering of securities means offering securities through one of the following methods:
- Offering via mass media;
- Offering to 100 or more investors, excluding professional investors;
- Offering to unspecified investors.
20. Private placement of securities means offering securities not falling under public offering and through one of the following methods: a) Offering to fewer than 100 investors, excluding professional investors; b) Offering only to professional investors.
21. Issuer means the organization conducting the offering or issuance of securities.
22. Approved audit firm means an independent audit firm included in the list approved by the State Securities Commission.
23. Prospectus means documents or electronic data publicly disclosing accurate, truthful, objective information related to the offering or listing of securities.
24. Listing of securities means bringing eligible securities into trading on the listed securities trading system.
25. Registration for trading means bringing securities into trading on the trading system for unlisted securities.
26. Securities trading system includes trading systems for listed and unlisted securities, operated by the Vietnam Stock Exchange and its subsidiaries.
27. Securities trading market means the venue or mechanism for exchanging information to aggregate buy/sell orders and execute securities transactions.
28. Securities business includes brokerage, proprietary trading, underwriting, investment advisory, fund management, portfolio management, and securities services under Article 86.
29. Securities brokerage means acting as an intermediary to execute securities transactions for clients.
30. Proprietary trading means a securities company buying and selling securities for itself.
31. Underwriting means committing to purchase part or all of an issuer’s securities for resale, or purchasing unsold securities, or making best efforts to distribute securities.
32. Investment advisory means providing analysis, reports, and recommendations related to buying, selling, or holding securities.
33. Securities registration means recording information about the issuer, its securities, and securities holders.
34. Securities depository means receiving, safekeeping, and transferring securities for clients and assisting them in exercising rights related to deposited securities.
35. Portfolio management means managing investments on behalf of individual investors.
36. Fund management means managing investments on behalf of securities investment funds.
37. Securities investment fund is a fund formed from investor contributions to earn profits from investing in securities or other assets, including real estate, where investors do not have daily control over investment decisions.
38. Public fund is a securities investment fund offering fund certificates to the public.
39. Open end fund is a public fund whose certificates must be repurchased upon investor request.
40. Closed end fund is a public fund whose certificates are not repurchased upon investor request.
41. Member fund is a securities investment fund with 2–99 members, all of whom are professional investors.
42. Exchange traded fund (ETF) is an open end fund formed through receiving and swapping a basket of underlying securities for fund certificates, which are listed and traded on the listed securities trading system.
43. Real estate investment fund is a securities investment fund primarily investing in real estate and securities of real estate businesses with at least 65% of revenue from real estate ownership and operations.
44. Inside information means undisclosed information related to public companies, listed organizations, trading registered organizations, public funds, or public investment companies that could significantly affect securities prices if disclosed.
45. Insider means individuals holding key positions in the governance or management of enterprises, public funds, or public investment companies, including:
• Chairpersons, board members, legal representatives, CEOs, deputy CEOs, CFOs, chief accountants, equivalent managers;
• Supervisory board members, internal audit members;
• Company secretaries, governance officers, authorized information disclosure persons;
• Members of fund representative boards, boards of public investment companies, fund managers, and managers of public investment companies;
• Insiders of fund management companies.
46. Related persons include individuals or organizations with relationships such as:
• Enterprises and their insiders;
• Enterprises and persons owning ≥10% voting shares or capital;
• Entities controlling or controlled by others;
• Family relationships (parents, spouses, children, siblings, in laws);
• Fund management companies and funds they manage;
• Contractual representation relationships;
• Other related persons under the Law on Enterprises.
47. Securities practitioners are individuals licensed by the SSC working at securities companies, fund management companies, foreign securities branches, foreign fund management branches, or investment companies.
48. Listed or trading registered organizations are organizations whose securities are listed or registered for trading on securities trading systems.
49. Market manipulation (additional provision) includes:
• Using one or more accounts, or colluding to continuously buy/sell securities to create artificial supply/demand;
• Placing buy and sell orders for the same securities on the same day or colluding to trade without actual ownership transfer;
• Continuously buying or selling with dominant volume at market open/close to manipulate prices;
• Coordinated repeated orders causing major price/supply/demand impact;
• Giving opinions via mass media to influence prices after taking positions;
• Using other trading methods or spreading false rumors or misleading information to create artificial supply/demand and manipulate prices.
III. Market development policies
The State:
- Encourages investment
- Ensures transparency
- Invests in infrastructure and IT
- Develops human resources
IV. Market security measures
• Surveillance
• Trading suspension
• Account freeze
• Practice prohibition
• System incident recovery
V. State management – Role of SSC (State Securities Commission)
SSC under the Ministry of Finance has authority to:
- Issue/propose policies
- Supervise the market
- License and revoke licenses
- Supervise exchanges and clearing organizations
- Inspect and sanction
- Approve new products and trading methods
VI. Professional investors (major 2024 amendments)
1. Additional category: foreign professional investors
Foreign individuals and organizations investing in Vietnam (Article 11).
2. Rights to purchase privately placed corporate bonds (Article 11)
• Organizations: professional investors may buy, trade, transfer all privately placed corporate bonds.
• Individuals: may only buy privately placed corporate bonds if the bonds:
a) Have credit ratings and asset collateral; or
b) Have credit ratings and payment guarantees from credit institutions.
Meaning: Strong tightening of private bond market after violations in 2020–2022.
VII. Securities offering
1. Public offering.
New conditions for additional share offerings by public companies (Article 15.2(d)):
• Sell at least 70% of planned shares (except rights offerings)
• Have a plan to cover capital shortfall
• Bonds must meet requirements on bondholder representative, leverage ratio, credit rating
New requirements for bond public offerings (Article 15.3(g)):
• Bondholder representative
• Leverage ratio
• Credit rating
2. Bondholder representative contract (Article 18.3(i))
Added requirement:
• Contract between issuer and bondholder representative.
3. Private placement
New mechanisms for suspension and cancellation (Article 31a & 31b):
• Suspension up to 60 days for misleading information or improper distribution
• Cancellation if violations persist or discovered after offering
VIII. Public companies
1. Conditions to become a public company (Article 32.1(a))
a) Charter capital contributed ≥ VND 30 billion, equity ≥ VND 30 billion, and at least 10% voting shares held by ≥100 non‑major shareholders.
b) Successful IPO registered with SSC.
2. Requirement for audited charter capital
Added by Law 56/2024 and guided by Article 6 of Circular 80/2026/TT-BTC:
“Enterprises must submit an audited report confirming contributed charter capital when registering as a public company or when reporting as required by SSC.”
3. Four additional grounds for revocation of public company status (Article 38.1 & Circular 80/2026)
• Failure to meet capital/shareholder structure conditions
• Failure to disclose financial statements for 2 consecutive years
• Failure to disclose GMS resolutions for 2 consecutive years
• Failure to register depository/listing within 1 year after becoming a public company
Meaning: Tightening disclosure obligations.
IX. Trading – Depository – Clearing
• Vietnam Stock Exchange and subsidiaries operate trading systems
• Vietnam Securities Depository and Clearing Corporation may establish subsidiaries (Article 55.4)
• Clearing members that are banks may only clear for themselves in derivatives trading (Article 56.4(a))
X. Market manipulation (new Article 4.49 & Article 12)
Clear definition of manipulation to strengthen enforcement.
Includes:
• Artificial supply/demand
• Wash trades
• Opening/closing price manipulation
• Coordinated repeated orders
• Misleading information
• Other manipulative acts
Also prohibits:
• Fraud, forgery, misleading disclosure
• Insider trading
• Unauthorized securities business
• Misuse of client accounts
• Lending accounts for manipulation
• Operating illegal trading venues
XI. Responsibility for dossiers and reports (new Article 11a)
• Organizations/individuals preparing dossiers must ensure legality, accuracy, truthfulness, completeness
• Receiving agencies only check validity, not liability for violations
• Advisors and auditors must comply with standards and are responsible for their work
Meaning: Stronger accountability for issuers, advisors, auditors.
XII. Other amendments
• Charter capital must be audited (Article 18.1(k))
• Audit required for capital increase (Article 33.1(d), (g))
• Rules on employee share buyback
• Restrictions on capital‑raising within 6 months after buyback
• Repeal of several old provisions (Article 23, Article 48.3, Article 135.4–5)
Conclusion: The 2024 amendments significantly strengthen investor protection and market integrity:
• Clear definition of market manipulation
• Tightened private bond rules
• Higher public company standards
• Increased responsibility for issuers, advisors, auditors
• Enhanced SSC authority over private placements