On September 11, 2025, the Government promulgated Decree No. 245/ND-CP amending and supplementing a number of provisions of Decree No. 155/2020/ND-CP dated December 31, 2020 of the Government (“Decree 245”), which provides detailed regulations on the implementation of a number of provisions of the Law on Securities (“Decree 155”). On the basis of ensuring consistency with the amended Law on Securities, Decree 245 not only improves the legal framework but also serves as a lever to remove bottlenecks, creating favorable conditions for foreign investors to access the Vietnamese market. These new changes are expected to contribute to attracting foreign investment, enhancing competitiveness, and gradually promoting the goal of upgrading the securities market in the coming period. Below are some notable points updated by ATA as follows:
1. Tightening conditions for public bond offerings
One of the significant new points of Decree 245 is the stricter conditions for public bond offerings and the introduction of additional financial safety criteria.
- There must be a bondholders’ representative in accordance with regulations, acting as an intermediary between bondholders, the issuing organization, and other relevant organizations; supervising the compliance with commitments of the issuer as stated in the bond offering dossier, thereby better protecting the rights of bondholders;
- The total outstanding debt (including the value of the bonds expected to be issued) must not exceed five (05) times the equity of the issuer as reflected in the most recent audited financial statements, except for issuers being state-owned enterprises, real estate project developers, credit institutions, insurance enterprises, reinsurance enterprises, insurance brokers, securities companies, and fund management companies. This regulation is fully consistent with the amended Law on Enterprises 2025, which ATA analyzed in its article: COMPARATIVE TABLE OF THE LAW ON ENTERPRISES 2020 AND THE LAW AMENDING AND SUPPLEMENTING OF THE LAW ON ENTERPRISES 2025.
In cases of bond issuance for debt restructuring, the debt-to-equity ratio shall not include the value of the bonds expected to be issued, and the issuer is not permitted to change the purpose of capital use for debt restructuring. - The par value of bonds expected to be issued in each tranche must not exceed the equity of the issuer. This aims to reduce financial pressure and risks to the enterprise itself, while simultaneously mitigating risks for investors.
- All bond issuance cases must undergo credit rating: Under Decree 145, all public bond issuances (except for bonds issued by credit institutions or guaranteed by credit institutions) must be subject to credit rating of either the enterprise or the bonds, to enhance transparency, reduce risks for both enterprises and investors.
In addition, to avoid conflicts of interest, Decree 145 stipulates that the credit rating agency must not be a related party to the issuer.
2. Enhancing control over the use of proceeds from bond offerings
Decree 155 provided that in cases of capital raising for project implementation, issuers must report and disclose information periodically from the completion date of the offering until full disbursement of the raised funds.
Decree 245 now requires issuers to fulfill similar reporting and disclosure obligations even in cases where capital is raised for purposes other than project implementation. This contributes to greater transparency and strengthens issuers’ accountability in effectively utilizing capital raised from bond offerings, thereby reducing risks for investors.
3. Abolishing the requirement for an opinion from the National Competition Commission when registering share issuance for share or capital contribution swaps
Under previous regulations, when a public company issued shares for the purpose of share/capital contribution swaps, public tender offers, mergers, acquisitions, or debt-to-equity swaps, if such transactions resulted in economic concentration within the notification threshold, the enterprise was required to obtain the opinion of the National Competition Commission (“NCC”) on whether the economic concentration was permitted or conditional. This was intended to ensure compliance with competition law.
However, in practice, since the State Securities Commission (“SSC”) is not a specialized competition authority, in many cases—even when the transactions did not fall within the notification threshold—the SSC still required enterprises to obtain NCC confirmation that the transaction was not subject to notification obligations. This caused unnecessary costs and delays for enterprises.
Accordingly, Decree 245 abolishes the requirement to obtain an opinion from the National Competition Commission for cases of share issuance to swap shares or capital contributions of other enterprises. The Decree also correspondingly amends the dossier requirements, removing the mandatory inclusion of NCC approval when carrying out related procedures.
However, ATA Legal Services—with many years of experience in legal advisory and assisting in economic concentration notification procedures—emphasizes that the abolition of this requirement under Decree 245 applies only to registration procedures with the SSC. It does not exempt public companies from fulfilling notification obligations with the NCC where applicable. Therefore, enterprises must remain proactive and cautious in assessing and carrying out procedures if share issuance activities reach the notification threshold for economic concentration.
ATA has published related articles on economic concentration thresholds, which you may refer to:
- ECONOMIC CONCENTRATION NOTIFICATION - COMMON MISTAKES IN M&A PRACTICES THAT CAN LEAD TO COMPANIES BEING FINED UP TO BILLIONS OF VND
- WHEN DOES THE OBLIGATION FOR NOTIFYING AN ECONOMIC CONCENTRATION INCUR?
4. Public companies must complete notification of foreign ownership limits by September 11, 2026
Decree 155 allowed public companies to decide and adjust their maximum foreign ownership limits through provisions in the Company Charter or by General Meeting of Shareholders’ Resolutions, in compliance with laws and international commitments.
However, in order to ensure fairness and policy consistency for all public companies, Decree 245 requires that the maximum foreign ownership limit must be determined solely on the basis of international treaties, specialized laws, and the list of restricted market access sectors. Where a public company does not fall under these categories, its foreign ownership limit shall be unrestricted.
Public companies that have not yet completed the notification procedures regarding maximum foreign ownership under Decree 155 should take note to complete this requirement no later than September 11, 2026.
5. Clarifying rights and obligations of holders of frozen securities
Decree 245 clarifies the rights and obligations of securities holders during the period in which their securities are frozen, specifically as follows:
- They are not permitted to purchase or sell securities in the securities trading account, except for transactions or transfers pursuant to court judgments, arbitral awards, or inheritance in accordance with the law;
- They are entitled to exercise rights arising from the securities in the account in accordance with law;
- Securities and cash arising from frozen securities in the trading account shall remain frozen until the expiration of the freeze period or upon issuance of a release decision by the Chairman of the SSC.
This is the first time legislators have supplemented and clarified the legal basis for regulating securities freezing and determining the rights and obligations of holders of frozen securities. This content is essential in order to regulate and address issues arising from transactions involving collateralization, pledges, or security interests over securities.
This Decree takes effect on September 11, 2025.
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