New regulations facilitate foreign investors to participate in Vietnam's stock market

(Chinhphu.vn) - The Government has just issued Decree 245/2025/ND-CP amending Decree 155/2020/ND-CP, removing legal barriers, shortening procedures and increasing transparency. This is an important step to facilitate foreign investors to participate in the Vietnamese stock market.

New legal framework: Facilitating foreign investors to participate in Vietnam's stock market

Simplify procedures, shorten listing time

In an effort to attract foreign investment, the Ministry of Finance has submitted to the Government Decree No. 245/2025/ND-CP dated September 11, 2025, amending and supplementing a number of articles of Decree No. 155/2020/ND-CP dated December 31, 2020 detailing the implementation of the Securities Law. This is an important step to perfect the legal framework, remove barriers and expand opportunities for foreign investors (FIIs) to participate in the Vietnamese stock market.

The new Decree helps to increase the participation of foreign investors in securities offerings and issuances. Based on Law No. 56/2024/QH15, Decree 245/2025/ND-CP has added regulations on determining the status of professional securities investors as foreign individuals and organizations, in accordance with foreign documents and papers. Thanks to that, foreign investors can more easily participate in private offerings and issuances.

In addition, the decree also unifies the IPO dossier and the registration dossier for stock listing, including the contents of the prospectus, financial report, and charter capital report. The new regulation allows the Stock Exchange (SGDCK) to review the listing dossier in parallel with the process of the State Securities Commission (SSC) reviewing the IPO dossier.

In particular, the time for securities to be traded on the stock exchange after being approved for listing has been shortened from 90 days to 30 days. As a result, the IPO process can be shortened by 3-6 months compared to before, ensuring the rights of investors and increasing the attractiveness of the issuance.

Another advantage is that the new regulation simplifies the procedure for granting trading codes. Decree 245/2025/ND-CP stipulates that the granting of securities trading codes (MSGD) to foreign investors will no longer require paper documents. The Vietnam Securities Depository (VSDC) only needs to send electronic confirmation (ESTC) to the depository member within 01 working day. As a result, foreign investors can trade immediately after receiving ESTC without having to wait for the official MSGD registration certificate as before.

In parallel, the State Bank issued Circular No. 03/2025/TT-NHNN and Circular No. 25/2025/TT-NHNN to simplify procedures for opening indirect investment capital accounts and payment accounts, thereby reducing costs and time to access the market.

Under the new regulations, foreign securities investment fund management companies will be granted two codes: one for the company’s own trading activities and one for managing customer transactions. This is a preparatory step to deploy the Omnibus Trading Account (OTA) model according to international practices, helping to optimize management and clearly separate operations.

Information transparency, protection of foreign investors' rights

The new decree will ensure the rights of shareholders who are foreign investors. One of the important changes is the abolition of the provision allowing the General Meeting of Shareholders or the Charter of a public company to decide on a foreign ownership ratio lower than the level prescribed by law. Under the new decree, public companies that have previously announced the maximum foreign ownership ratio can maintain it or gradually adjust it to approach the level of openness according to legal regulations and international commitments.

At the same time, the decree adds a transitional provision, requiring public companies to complete the procedure for notifying the maximum foreign ownership ratio within 12 months from the effective date of Decree 245/2025/ND-CP. This will help the market accurately reflect the actual foreign ownership ratio of each enterprise.

In fact, the maximum foreign ownership ratio is now transparently disclosed on official channels: corporate websites, the Stock Exchange, and especially VSDC - the unit that updates and publishes daily for investors to easily follow.

The new decree also completes the legal framework for the central counterparty (CCP) mechanism. One of the important efforts is to introduce the Non-Prefunding mechanism, allowing foreign institutional investors to purchase shares without having enough money at the time of placing the order. On that basis, the decree has added regulations on VSDC's subsidiary undertaking the CCP function, allocating 5% of annual revenue to establish a risk prevention fund.

In addition, the decree also clearly stipulates the responsibilities of clearing member securities companies in coordination with non-clearing member depository banks. The latest deadline for implementing the CCP mechanism is December 31, 2027, but according to the roadmap announced by the State Securities Commission, the underlying market is expected to apply it from the first quarter of 2027.

Notably, the new Decree helps to clarify information and protect investors. The Decree requires listed enterprises and public companies to disclose information in Vietnamese and English according to a roadmap. At the same time, corporate bonds offered to the public are required to have credit ratings, including from prestigious international organizations such as Moody's, S&P, and Fitch.

Notably, the subjects allowed to guarantee the payment of corporate bonds offered to the public are expanded to include international financial institutions and foreign financial institutions. The Decree also adds provisions on the responsibility for dividend payment, public company governance, and reporting on the use of mobilized capital, thereby limiting conflicts of interest and protecting the legitimate rights of investors.

The above changes show the strong determination of the Government , the Ministry of Finance and the State Securities Commission to reform in removing barriers and attracting foreign capital flows. Decree 245/2025/ND-CP not only helps foreign investors trade more conveniently but also aims to upgrade the Vietnamese stock market to the emerging market group.

By shortening procedures, making information transparent and ensuring investors’ rights, the investment environment in Vietnam is increasingly approaching international practices. This is an important factor that helps the stock market become a more attractive destination in the eyes of global investment funds.

The issuance of Decree 245/2025/ND-CP, amending and supplementing Decree 155/2020/ND-CP, has created a more solid and clear legal foundation for the participation of foreign investors. Foreign capital, with its long-term nature and large scale, plays an important role in developing the capital market, supporting businesses in mobilizing resources and contributing to promoting sustainable economic growth.

With these reforms, Vietnam expects the stock market to enter a new phase, more transparent, more attractive and competitive enough to become an important international capital channel.

Mr. Minh

Source: https://baochinhphu.vn/quy-dinh-moi-tao-thuan-loi-cho-nha-dau-tu-nuoc-ngoai-tham-gia-ttck-viet-nam-102250912191310128.htm