{"id":1578,"date":"2025-01-01T09:11:31","date_gmt":"2025-01-01T09:11:31","guid":{"rendered":"https:\/\/lawpage.vn\/?p=1578"},"modified":"2026-07-26T10:58:58","modified_gmt":"2026-07-26T10:58:58","slug":"effective-from-january-1st-2025-amendment-law-no-56-2024-qh15-and-law-no-54-2019-qh14","status":"publish","type":"post","link":"https:\/\/lawpage.vn\/en\/effective-from-january-1st-2025-amendment-law-no-56-2024-qh15-and-law-no-54-2019-qh14\/","title":{"rendered":"Effective from January 1st, 2025 \u2014 Amendment Law No. 56\/2024\/QH15 and Law No. 54\/2019\/QH14"},"content":{"rendered":"

Summary of the Securities Law 2019 & Amendments 2024<\/strong><\/span><\/p>\n

I. Scope \u2013 Subjects \u2013 Principles<\/strong><\/div>\n
1. Scope of regulation<\/div>\n
The Law governs all activities related to securities and the securities market, including:<\/div>\n
\u2022 Offering, listing, trading<\/div>\n
\u2022 Securities business and investment<\/div>\n
\u2022 Information disclosure<\/div>\n
\u2022 State management<\/div>\n
<\/div>\n
2. Applicable subjects<\/div>\n
\u2022 Vietnamese and foreign organizations and individuals<\/div>\n
\u2022 State regulatory authorities<\/div>\n
\u2022 Related organizations and individuals<\/div>\n
<\/div>\n
3. Principles of operation<\/div>\n
\u2022 Respect for ownership rights<\/div>\n
\u2022 Fairness, transparency, openness<\/div>\n
\u2022 Investor protection<\/div>\n
\n

\u2022 Self\u2011responsibility for risks<\/p>\n<\/div>\n

<\/div>\n
II. Definitions of key concepts<\/strong><\/div>\n
<\/div>\n
\n
In this Law, the following terms are defined as follows:<\/div>\n
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.<\/div>\n
2. Shares are securities confirming the lawful rights and interests of the holder over a portion of the issuer\u2019s charter capital.<\/div>\n
3. Bonds are securities confirming the lawful rights and interests of the holder over a portion of the issuer\u2019s debt.<\/div>\n
4. Fund certificates are securities confirming an investor\u2019s ownership over a portion of the capital contributed to a securities investment fund.<\/div>\n
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.<\/div>\n
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.<\/div>\n
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.<\/div>\n
8. Depository receipts are securities issued based on underlying securities of organizations legally established and operating in Vietnam.<\/div>\n
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.<\/div>\n
10. Underlying assets of derivatives are securities, securities indices, or other assets prescribed by the Government used to determine the value of derivatives.<\/div>\n
11. Options contracts are derivatives confirming the buyer\u2019s right and the seller\u2019s obligation to perform one of the following transactions:<\/div>\n
    \n
  • Buy or sell a specified quantity of underlying assets at a predetermined strike price before or on a specified future date;<\/li>\n
  • Settle the difference between the predetermined value of the underlying asset at contract signing and its value before or on the specified future date.<\/li>\n<\/ul>\n
    12. Futures contracts are listed derivatives confirming commitments between parties to:<\/div>\n
      \n
    • Buy or sell a specified quantity of underlying assets at a predetermined price on a specified future date;<\/li>\n
    • Settle the difference between the predetermined value of the underlying asset at contract signing and its value on the specified future date.<\/li>\n<\/ul>\n
      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.<\/div>\n
      14. Securities market activities include offering, listing, trading, securities business, investment, securities services, information disclosure, public company governance, and other activities under this Law.<\/div>\n
      15. Securities investment means buying, selling, and holding securities on the securities market.<\/div>\n
      16. Investor means any organization or individual participating in securities investment.<\/div>\n
      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.<\/div>\n
      18. Major shareholder owns 5% or more of voting shares of an issuer.<\/div>\n
      19. Public offering of securities means offering securities through one of the following methods:<\/div>\n
        \n
      • Offering via mass media;<\/li>\n
      • Offering to 100 or more investors, excluding professional investors;<\/li>\n
      • Offering to unspecified investors.<\/li>\n<\/ul>\n
        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.<\/div>\n
        21. Issuer means the organization conducting the offering or issuance of securities.<\/div>\n
        22. Approved audit firm means an independent audit firm included in the list approved by the State Securities Commission.<\/div>\n
        23. Prospectus means documents or electronic data publicly disclosing accurate, truthful, objective information related to the offering or listing of securities.<\/div>\n
        24. Listing of securities means bringing eligible securities into trading on the listed securities trading system.<\/div>\n
        25. Registration for trading means bringing securities into trading on the trading system for unlisted securities.<\/div>\n
        26. Securities trading system includes trading systems for listed and unlisted securities, operated by the Vietnam Stock Exchange and its subsidiaries.<\/div>\n
        27. Securities trading market means the venue or mechanism for exchanging information to aggregate buy\/sell orders and execute securities transactions.<\/div>\n
        28. Securities business includes brokerage, proprietary trading, underwriting, investment advisory, fund management, portfolio management, and securities services under Article 86.<\/div>\n
        29. Securities brokerage means acting as an intermediary to execute securities transactions for clients.<\/div>\n
        30. Proprietary trading means a securities company buying and selling securities for itself.<\/div>\n
        31. Underwriting means committing to purchase part or all of an issuer\u2019s securities for resale, or purchasing unsold securities, or making best efforts to distribute securities.<\/div>\n
        32. Investment advisory means providing analysis, reports, and recommendations related to buying, selling, or holding securities.<\/div>\n
        33. Securities registration means recording information about the issuer, its securities, and securities holders.<\/div>\n
        34. Securities depository means receiving, safekeeping, and transferring securities for clients and assisting them in exercising rights related to deposited securities.<\/div>\n
        35. Portfolio management means managing investments on behalf of individual investors.<\/div>\n
        36. Fund management means managing investments on behalf of securities investment funds.<\/div>\n
        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.<\/div>\n
        38. Public fund is a securities investment fund offering fund certificates to the public.<\/div>\n
        39. Open end fund is a public fund whose certificates must be repurchased upon investor request.<\/div>\n
        40. Closed end fund is a public fund whose certificates are not repurchased upon investor request.<\/div>\n
        41. Member fund is a securities investment fund with 2\u201399 members, all of whom are professional investors.<\/div>\n
        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.<\/div>\n
        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.<\/div>\n
        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.<\/div>\n
        45. Insider means individuals holding key positions in the governance or management of enterprises, public funds, or public investment companies, including:<\/div>\n
        \u2022 Chairpersons, board members, legal representatives, CEOs, deputy CEOs, CFOs, chief accountants, equivalent managers;<\/div>\n
        \u2022 Supervisory board members, internal audit members;<\/div>\n
        \u2022 Company secretaries, governance officers, authorized information disclosure persons;<\/div>\n
        \u2022 Members of fund representative boards, boards of public investment companies, fund managers, and managers of public investment companies;<\/div>\n
        \u2022 Insiders of fund management companies.<\/div>\n
        46. Related persons include individuals or organizations with relationships such as:<\/div>\n
        \u2022 Enterprises and their insiders;<\/div>\n
        \u2022 Enterprises and persons owning \u226510% voting shares or capital;<\/div>\n
        \u2022 Entities controlling or controlled by others;<\/div>\n
        \u2022 Family relationships (parents, spouses, children, siblings, in laws);<\/div>\n
        \u2022 Fund management companies and funds they manage;<\/div>\n
        \u2022 Contractual representation relationships;<\/div>\n
        \u2022 Other related persons under the Law on Enterprises.<\/div>\n
        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.<\/div>\n
        48. Listed or trading registered organizations are organizations whose securities are listed or registered for trading on securities trading systems.<\/div>\n
        \n

        49. Market manipulation (additional provision) includes:<\/p>\n

        \u2022 Using one or more accounts, or colluding to continuously buy\/sell securities to create artificial supply\/demand;<\/p>\n

        \u2022 Placing buy and sell orders for the same securities on the same day or colluding to trade without actual ownership transfer;<\/p>\n

        \u2022 Continuously buying or selling with dominant volume at market open\/close to manipulate prices;<\/p>\n

        \u2022 Coordinated repeated orders causing major price\/supply\/demand impact;<\/p>\n

        \u2022 Giving opinions via mass media to influence prices after taking positions;<\/p>\n

        \u2022 Using other trading methods or spreading false rumors or misleading information to create artificial supply\/demand and manipulate prices.<\/p>\n<\/div>\n<\/div>\n

        <\/div>\n
        III. Market development policies<\/strong><\/div>\n
        The State:<\/div>\n
          \n
        • Encourages investment<\/li>\n
        • Ensures transparency<\/li>\n
        • Invests in infrastructure and IT<\/li>\n
        • Develops human resources<\/span><\/li>\n<\/ul>\n
          <\/div>\n
          IV. Market security measures<\/strong><\/div>\n
          \u2022 Surveillance<\/div>\n
          \u2022 Trading suspension<\/div>\n
          \u2022 Account freeze<\/div>\n
          \u2022 Practice prohibition<\/div>\n
          \u2022 System incident recovery<\/span><\/div>\n
          <\/div>\n
          V. State management \u2013 Role of SSC (State Securities Commission)<\/strong><\/div>\n
          SSC under the Ministry of Finance has authority to:<\/div>\n
            \n
          • Issue\/propose policies<\/li>\n
          • Supervise the market<\/li>\n
          • License and revoke licenses<\/li>\n
          • Supervise exchanges and clearing organizations<\/li>\n
          • Inspect and sanction<\/li>\n
          • Approve new products and trading methods<\/span><\/li>\n<\/ul>\n
            <\/div>\n
            VI. Professional investors (major 2024 amendments)<\/strong><\/div>\n
            1. Additional category: foreign professional investors<\/div>\n
            Foreign individuals and organizations investing in Vietnam (Article 11).<\/div>\n
            <\/div>\n
            2. Rights to purchase privately placed corporate bonds (Article 11)<\/div>\n
            \u2022 Organizations: professional investors may buy, trade, transfer all privately placed corporate bonds.<\/div>\n
            \u2022 Individuals: may only buy privately placed corporate bonds if the bonds:<\/div>\n
            a) Have credit ratings and asset collateral; or<\/div>\n
            b) Have credit ratings and payment guarantees from credit institutions.<\/div>\n
            Meaning: Strong tightening of private bond market after violations in 2020\u20132022.<\/span><\/div>\n
            <\/div>\n
            VII. Securities offering<\/strong><\/div>\n
            1. Public offering.<\/div>\n
            New conditions for additional share offerings by public companies (Article 15.2(d)):<\/div>\n
            \u2022 Sell at least 70% of planned shares (except rights offerings)<\/div>\n
            \u2022 Have a plan to cover capital shortfall<\/div>\n
            \u2022 Bonds must meet requirements on bondholder representative, leverage ratio, credit rating<\/div>\n
            <\/div>\n
            New requirements for bond public offerings (Article 15.3(g)):<\/div>\n
            \u2022 Bondholder representative<\/div>\n
            \u2022 Leverage ratio<\/div>\n
            \u2022 Credit rating<\/div>\n
            <\/div>\n
            2. Bondholder representative contract (Article 18.3(i))<\/div>\n
            Added requirement:<\/div>\n
            \u2022 Contract between issuer and bondholder representative.<\/div>\n
            <\/div>\n
            3. Private placement<\/div>\n
            New mechanisms for suspension and cancellation (Article 31a & 31b):<\/div>\n
            \u2022 Suspension up to 60 days for misleading information or improper distribution<\/div>\n
            \n

            \u2022 Cancellation if violations persist or discovered after offering<\/p>\n<\/div>\n

            <\/div>\n
            VIII. Public companies<\/strong><\/div>\n
            1. Conditions to become a public company (Article 32.1(a))<\/div>\n
            a) Charter capital contributed \u2265 VND 30 billion, equity \u2265 VND 30 billion, and at least 10% voting shares held by \u2265100 non\u2011major shareholders.<\/div>\n
            b) Successful IPO registered with SSC.<\/div>\n
            <\/div>\n
            2. Requirement for audited charter capital<\/div>\n
            Added by Law 56\/2024 and guided by Article 6 of Circular 80\/2026\/TT-BTC:<\/div>\n
            <\/div>\n
            \u201cEnterprises must submit an audited report confirming contributed charter capital when registering as a public company or when reporting as required by SSC.\u201d<\/div>\n
            <\/div>\n
            3. Four additional grounds for revocation of public company status (Article 38.1 & Circular 80\/2026)<\/div>\n
            \u2022 Failure to meet capital\/shareholder structure conditions<\/div>\n
            \u2022 Failure to disclose financial statements for 2 consecutive years<\/div>\n
            \u2022 Failure to disclose GMS resolutions for 2 consecutive years<\/div>\n
            \u2022 Failure to register depository\/listing within 1 year after becoming a public company<\/div>\n
            <\/div>\n
            \n

            Meaning: Tightening disclosure obligations.<\/p>\n<\/div>\n

            <\/div>\n
            IX. Trading \u2013 Depository \u2013 Clearing<\/strong><\/div>\n
            \u2022 Vietnam Stock Exchange and subsidiaries operate trading systems<\/div>\n
            \u2022 Vietnam Securities Depository and Clearing Corporation may establish subsidiaries (Article 55.4)<\/div>\n
            \n

            \u2022 Clearing members that are banks may only clear for themselves in derivatives trading (Article 56.4(a))<\/p>\n<\/div>\n

            <\/div>\n
            X. Market manipulation (new Article 4.49 & Article 12)<\/strong><\/div>\n
            Clear definition of manipulation to strengthen enforcement.<\/div>\n
            Includes:<\/div>\n
            \u2022 Artificial supply\/demand<\/div>\n
            \u2022 Wash trades<\/div>\n
            \u2022 Opening\/closing price manipulation<\/div>\n
            \u2022 Coordinated repeated orders<\/div>\n
            \u2022 Misleading information<\/div>\n
            \u2022 Other manipulative acts<\/div>\n
            <\/div>\n
            Also prohibits:<\/div>\n
            \u2022 Fraud, forgery, misleading disclosure<\/div>\n
            \u2022 Insider trading<\/div>\n
            \u2022 Unauthorized securities business<\/div>\n
            \u2022 Misuse of client accounts<\/div>\n
            \u2022 Lending accounts for manipulation<\/div>\n
            \u2022 Operating illegal trading venues<\/div>\n
            <\/div>\n
            XI. Responsibility for dossiers and reports (new Article 11a)<\/strong><\/div>\n
            \u2022 Organizations\/individuals preparing dossiers must ensure legality, accuracy, truthfulness, completeness<\/div>\n
            \u2022 Receiving agencies only check validity, not liability for violations<\/div>\n
            \u2022 Advisors and auditors must comply with standards and are responsible for their work<\/div>\n
            <\/div>\n
            \n

            Meaning: Stronger accountability for issuers, advisors, auditors.<\/p>\n<\/div>\n

            <\/div>\n
            XII. Other amendments<\/strong><\/div>\n
            \u2022 Charter capital must be audited (Article 18.1(k))<\/div>\n
            \u2022 Audit required for capital increase (Article 33.1(d), (g))<\/div>\n
            \u2022 Rules on employee share buyback<\/div>\n
            \u2022 Restrictions on capital\u2011raising within 6 months after buyback<\/div>\n
            \n

            \u2022 Repeal of several old provisions (Article 23, Article 48.3, Article 135.4\u20135)<\/p>\n<\/div>\n

            <\/div>\n
            Conclusion: <\/strong><\/span>The 2024 amendments significantly strengthen investor protection and market integrity:<\/div>\n
            \u2022 Clear definition of market manipulation<\/div>\n
            \u2022 Tightened private bond rules<\/div>\n
            \u2022 Higher public company standards<\/div>\n
            \u2022 Increased responsibility for issuers, advisors, auditors<\/div>\n
            \u2022 Enhanced SSC authority over private placements<\/div>\n
            <\/div>\n
            <\/div>\n","protected":false},"excerpt":{"rendered":"

            Summary of the Securities Law 2019 & Amendments 2024 I. Scope \u2013 Subjects \u2013 Principles 1. Scope of regulation The Law governs all activities related to securities and the securities market, including: \u2022 Offering, listing, trading \u2022 Securities business and investment \u2022 Information disclosure \u2022 State management 2. Applicable subjects \u2022 Vietnamese and foreign organizations […]\n","protected":false},"author":78,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[5],"tags":[],"class_list":["post-1578","post","type-post","status-publish","format-standard","hentry","category-legal-updates"],"_links":{"self":[{"href":"https:\/\/lawpage.vn\/en\/wp-json\/wp\/v2\/posts\/1578","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/lawpage.vn\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/lawpage.vn\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/lawpage.vn\/en\/wp-json\/wp\/v2\/users\/78"}],"replies":[{"embeddable":true,"href":"https:\/\/lawpage.vn\/en\/wp-json\/wp\/v2\/comments?post=1578"}],"version-history":[{"count":0,"href":"https:\/\/lawpage.vn\/en\/wp-json\/wp\/v2\/posts\/1578\/revisions"}],"wp:attachment":[{"href":"https:\/\/lawpage.vn\/en\/wp-json\/wp\/v2\/media?parent=1578"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/lawpage.vn\/en\/wp-json\/wp\/v2\/categories?post=1578"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/lawpage.vn\/en\/wp-json\/wp\/v2\/tags?post=1578"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}