Securities: New Decree limits changes to foreign ownership limits in Vietnam
Vietnam has issued Decree 245/2025/ND-CP, effective 11 September 2025, to amend its securities regulations, including stricter bond issuance rules, faster IPO listings, and clearer rights for foreign shareholders, the Government Electronic Newspaper has reported → view source.
Key details:
- Bond offerings: Independent credit ratings now mandatory (except for banks and guaranteed bonds). A company’s liabilities can be no higher than five times equity, with exemptions for state firms, real estate projects, and financial institutions.
- Additional bond conditions: Bondholder representatives required. Issuance per offering to the public cannot exceed equity. Debt restructuring via bonds allowed but restricted to intended use.
- International issuers: Foreign financial institutions must issue bonds with at least five-year terms, dedicate proceeds to Vietnam, use blocked accounts, and commit to listing.
- IPO and listing: Simultaneous IPO and listing review introduced. Listing time frame shortened from 90 to 30 days, reducing IPO-to-trading by up to six months.
- Foreign ownership: Companies can no longer set foreign ownership limits below legal or treaty levels. Transitional period of 12 months to notify of ratios.
