lawyer in Vietnam Dr. Oliver Massmann VIETNAM – SECURITIES AND BANKING - COUNTRY UPDATE 2020

1. VIETNAM – SECURITIES AND BANKING - COUNTRY UPDATE 2020
The State Bank of Vietnam (Ngan hang Nha nuoc Viet Nam, SBV) is the central bank of Vietnam. It is
a ministry-level body under the administration of the government. The SBV governor is a member of
the cabinet. The prime minister and the parliament of Vietnam (National Assembly) act jointly to
nominate the governor of the SBV. The SBV's principal roles are to:
· Support monetary stability and implement monetary policies.
· Support institutions' stability and supervise financial institutions.
· Support banking facilities and recommend economic policies to the government.
· Support banking facilities for financial institutions.
· Manage the country's foreign exchange reserves.
· Manage foreign exchange and gold trading activities.
· Manage the borrowing and repayment of foreign loans, the provision of loans to foreign
parties and recovery of foreign debts.
· Print and issue bank notes.
· Supervise all commercial banks' activities in Vietnam.
· Lend State money to commercial banks
· Join the Ministry of Finance in issuing government bonds and government-guaranteed bonds.
· Act as an agent for the State Treasury in organising bids and in issuing, depositing and
making payment for treasury bonds and bills.
· Be in charge of other roles in monetary management and foreign exchange rates.
In 1990 the bank system was reorganised. This process led to a separation of the SBV from other
commercial banks and was the start of the establishment of the private banking sector. A small number
of major state-owned commercial banks still dominate Vietnam's banking sector.
However, today a process of privatisation is underway and the goal is to reduce the state's share of
ownership step-by-step to at least 65 percent during 2018 - 2020, and 51 percent during 2021 - 2025
under Decision No. 986/QĐ-TTg dated August 8, 2018 of the Prime Minister approving the plan for
development of Vietnamese banks up to 2025, vision to 2030.
Until May8, 2020, the State's ownership ratios in 4 largest state-owned commercial banks are as follows:
(i) 80.99 percent in BIDV, (ii) 74.8 percent in Vietcombank, (iii) 64.46 percent in Vietinbank, and (iv)
100 percent in Agribank.

2. Foreign ownership restrictions for Vietnamese Credit Institutions
On January 3, 2014, the government-adopted Decree 01/2014/ND-CP on purchase by foreign investors
of shareholding in Vietnamese credit institutions. Decree 01 became effective on February 20, 2014 and
replaced Decree 69/2007/ND-CP on purchase by foreign investors of shareholding in Vietnamese
commercial banks.
In Decree 01, Vietnamese credit institutions, which may offer shares, include:
· shareholding credit institutions (i.e., a credit institution established and organised in the
form of a shareholding company and include shareholding commercial banks, shareholding
finance companies and shareholding finance leasing companies); and
· credit institution currently converting its legal form from a credit institution operating in
the form of a limited liability company to become a credit institution operating in the form
of a shareholding company.
Foreign investor includes foreign organisations [institutions] and foreign individuals. Foreign
organisations include:
· organisations established and operating under the laws of a foreign country and any branch
of such institutions overseas or in Vietnam; and
· an organisation, closed-ended fund, members' fund or securities investment company
established and operating in Vietnam with foreign capital contribution ratio above 49
percent. Foreign individual means any person who does not hold Vietnamese nationality.
Decree 01 defines that shareholding ownership [shareholding] includes direct and indirect ownership.
However, Decree 01 does not explain clearly the scope of direct and indirect ownership.
In a case of purchase of shareholding by a foreign investor in a Vietnamese credit institution resulting
in such foreign investor's ownership of shares below 5 percent charter capital of the Vietnamese credit
institution, a prior approval of the SBV is not required. In other cases, any acquisition by foreign
investors of shareholdings in a Vietnamese credit institution requires the prior approval of the SBV.
The shareholding ratio of any one foreign individual must not exceed 5 percent of the charter capital of
one Vietnamese credit institution. The shareholding ratio of any one foreign organisation must not
exceed 15 percent of the charter capital of one Vietnamese credit institution.
Any foreign investor being an organisation owning 10 percent or more of the charter capital of any one
Vietnamese credit institution is not permitted to assign the shareholding it owns to any other
organisation or individual within a minimum three year period as from the date of ownership of 10
percent or more of the charter capital in such credit institution.
The shareholding ratio of any one strategic foreign investor must not exceed 20 percent of the charter
capital of one Vietnamese credit institution. The investor may not transfer its shares in the Vietnamese
credit institution within five years after becoming the foreign strategic investor in the Vietnamese credit
institution.
A strategic investor is defined as a foreign organisation with financial capacity and whose authorised
person provides a written undertaking to have a close connection regarding long-term interests with the

3. Vietnamese credit institution and to assist the latter to transfer to modern technology, to develop banking
products and services, and to raise its financial, managerial and operational capacity.
The shareholding ratio of any one foreign investor and its affiliates must not exceed 20 percent of the
charter capital of one Vietnamese credit institution. The total shareholding ownership of [all] foreign
investors must not exceed 30 percent of the charter capital of any one Vietnamese commercial bank.
The total shareholding ownership of [all] foreign investors in any one Vietnamese non-banking credit
institution shall be implemented in accordance with the law applicable to public companies and listed
companies (i.e., 49 percent of charter capital of such institution).
In a special case in order to implement restructuring of a credit institution which is weak [and/or] facing
difficulties, in order to ensure safety of the credit institution system, the Prime Minister may, on a case-
by-case basis, make a decision on the total shareholding ratio of any one foreign organisation [or] any
one foreign strategic investor, and the total level of shareholding of foreign investors in any weak
shareholding credit institution which is restructured, in excess of the limits described above.
At the time of writing, Vietnam’s banking sector is looking forwards to the adoption of the EU-Vietnam
Investment Protection Agreement (EVFTA) to resolve capital shortage bottleneck in domestic banks.
Under EVFTA, within 5 years from the effective date of EVFTA, Vietnam committed to allow European
investors to own up to 49% in 2 commercial banks of Vietnam banks (except the aforementioned 4 largest
State-owned banks: Vietcombank, Vietinbank, Agribank and BIDV). The Agreements were signed in
June 2019 and are expected to be approved by Vietnam’s National Assembly by June 2020.
Foreign exchange regulations
The Ordinance on Foreign Exchange, which was enacted by the Standing Committee of the National
Assembly in December 2005 and became effective in June 2006, and amended on March 18, 2013,
regulates currency exchange activities in Vietnam. The government has promulgated Decree No.
70/2014/ND-CP to provide guidelines for both the Ordinance on Foreign Exchange and its amendments
on March 18, 2013.
Decree 70 became effective on September 5, 2014 and replaced Decree No. 160/2006/ND-CP dated
December 28, 2006 to provide detailed implementation of the ordinance.
Decree 70 governs the foreign exchange activities of residents and non-residents in current transactions,
capital transactions, foreign loan borrowing, use of foreign currency and provision of foreign exchange
services, the foreign currency market and rates of exchange, and the management of import and export
of gold in Vietnam.
With regards to foreign loan borrowing, the government has also promulgated Decree No.
219/2013/ND-CP dated December 26, 2013 on the management and repayment of offshore loans that
are not guaranteed by the government. Decree 219 became effective on February 15, 2014 and replaced
Decree 134/2005/ND-CP on the same subject.
Decree 219 governs all businesses that are incorporated under the Enterprises Law, credit institution and
foreign bank branches under the Law on Credit Institution, and cooperatives and unions of cooperatives
established and operating under the Law on Cooperatives.
Offshore loans under Decree 219 include loans from non-residents under loan agreements, deferred
payment commodities sale and purchase agreements, entrusted loan agreements and debt instruments

4. issuance agreements that are not guaranteed by the government. In general, foreign borrowing must
comply with the regulations of, and is subject to, registration with the SBV.
However, Decree 219 does not state clearly that requirements and types of loans should be registered,
or any licensing/registration procedures. These issues have been addressed by the SBV's guidelines i.e.,
Circular 03/2016/TT-NHNN dated February 26, 2016 providing certain guidelines on foreign exchange
control in relation to foreign borrowing activities (as amended by Circular 05/2016/TT-NHNN dated
April 15, 2014 and Circular No. 05/2017/TT-NHNN dated 30 June 2017). Circular 03 is expected to
improve the legal framework for management of the borrowing and repayment of enterprises in general
and enterprises not guaranteed by the government. Some highlights of the Circular 03 are as follows:
· Loans made in the form of deferred payment for import of goods no longer requires
registration with the SBV. However, the opening and use of bank accounts and remittance
activities must comply with the requirements of Circular 03.
· Loans subject to registration with the State Bank include: (i) mid-term and long-term
foreign loans, (ii) short-term foreign loans which are renewed to have loan terms to be more
than 01 (one) year; and (iii) short-term foreign loans which are
· not renewed but loans' outstanding principal amounts have not been fully repaid prior to or
within 10 days after 1 year from the date of first loan withdrawal.
· A borrower which is not a foreign invested enterprise must open a bank account for the
purposes of the foreign loan at the authorized banks in Vietnam. For foreign invested
enterprises, their direct investment capital bank accounts may be used for this purpose.
· If the schedule of loan disbursement, repayment or interest payment changes by less than 10
days from the schedule already registered with the SBV, the borrower must only notify its
bank, and does not need to register the changes with the SBV. However, if the schedule
changes by more than 10 days, then reregistration with the SBV is required.
· Circular 03 also allows notification to SBV (instead of change registration) with regards to
certain corporate changes of information that has been registered with SBV such as change
of address of the borrower within the province/city where it has head quarter, or change of
trade names of the relevant banks who provide account services, etc.
The government issued Decree No.88/2019/ND-CP on November14,2019on sanctions of administrative
violations in the field of monetary and banking operations. Decree 88 became effective on December
31, 2019 and replaced (i) Decree No.96/2014/ND-CP dated December 12,2014, (ii) Decree No.
95/2011/ND- CP dated December 20, 2011, and (iii) Decree No. 202/2004/ND-CP dated December 10,
2004 on sanctions of administrative violations in the field of monetary and banking operations.
According to this decree, penalties in relation to gold and forex trading, price
listing/payment/advertising in forex/gold, etc. range from a warning to VND400 million (approximately
$17,000). For instance, the slightest penalty, warning, is applied to exchanging foreign currency of the
value under $1,000 between individuals or unlicensed organizations. However, the maximum penalty
relating to foreign exchange activities (VND250 million, approximately $10,700) could be imposed to
any violations in trading and supplying foreign exchange derivative products, violations in exporting
and importing foreign currency or VND cash, or conduct foreign exchange activities without license.
The maximum penalty relating to gold trading (VND400 million, approximately $17,000) could be
imposed to any trading of gold bars or gold raw materials without a license. On another note, forex/gold

5. relevant to trading violations may be confiscated and certificate of registration for forex agent and
business operation license of gold of relevant parties may be also suspended or revoked.
Developments in securities regulation
In early 2007 the first Securities Law of Vietnam (No. 70/2006/QH11, 2007) came into effect, which
consisted of 11 chapters and 136 articles (as amended on November 24, 2010). The Securities Law
primarily covers domestic issues of Vietnam dong- denominated securities and is, therefore, limited to
public issues of securities and does not apply to the private placement of unlisted securities. The term
"securities" covers a wide range of valuable instruments, including:
· Stocks.
· Bonds.
· Warrants.
· Certificates.
· Put and call options.
· Futures contracts, irrespective of their form.
· Investment capital contribution contracts.
Specifically, the Securities Law governs:
· Public offerings of securities.
· Listings.
· Dealing.
· Trading.
· Investment in securities.
· Securities services.
The establishment and regulation of securities companies and investment funds
The Securities Law's area of application considers two types of domestic securities trading market —
the Securities Trading Centre and the Stock Exchange. The local regulator, the State Securities
Commission, controls and supervises both markets; however, they are independent legal entities. The
SSC is a State body that the Ministry of Finance oversees.
The government and the MoF have issued several decrees, decisions and circulars to implement the
Securities Law. Under the Securities Law, publicly offered securities in Vietnam have to be denominated
in VND. The par value of a listed share offered to the public for the first time is VND 10,000; the
minimum par value of a publicly offered loan is VND 100,000.

6. On January 10, 2012, the MoF issued Decision No. 62/QD-BTC re: approval of project plan for
restructuring of securities companies. This decision was known as a key in the master plan to renovate
the stock market/sector, insurance market and securities companies which have been submitted to the
Party Politburo by the MoF. According to this decision, securities companies shall be evaluated based
on available capital/risk/accumulated losses index and categorised into three groups (normal, control
and special control).
The decision does not provide any clear restructuring plan but promulgates certain controlling methods
and penalties applicable to securities companies not satisfying the required available capital/risk index
such as disclosure/report requirements, supervising or license withdrawal..
Dated July 20, 2012, Decree No. 58/2012/ND-CP was issued to provide guidelines for the Securities
Law and the Law amending certain articles of the Securities Laws on offers for sale of securities, listing,
trading, business and investment in securities, and services in relation to securities and securities market.
This decree abolished Decree No. 14/2007/ND-CP dated January 19, 2007, Decree 84/2010/ND-CP
dated August 2, 2010 and Decree 01/2010/ND-CP dated January 4, 2010 and Decree No. 58/2012/ND-
CP.
On June 26, 2015, the government promulgated Decree No. 60/2015/ND-CP amending certain articles
of Decree 58 and providing guidelines for Securities Laws. Decree 60 became effective on September
1, 2015 and abolish Decision No. 55/QD- TTg dated April 15, 2009 of the Prime Minister on foreign
ownership ratio in Vietnamese stock exchanges.
Decree 60 does not limit foreign ownership applicable to companies engaging in non-conditional
businesses in Vietnam, and allow foreign companies to invest in government's and companies' bonds in
Vietnam.
Public offerings
With the promulgation of the Securities Law and its amendments, guidelines, rules, procedures and
restrictions were set down for the issuance of public shares and bonds. According to Article 12.1 of the
Securities Law and its amendments, an issuer must have already deposited nominal capital amounting
to at least VND10 billion at the time of registration of the offer. In addition, an applicant for quotation
has to prove profit was made in the year before the offering.
The establishment of a fund stipulates a minimum capital of VND50 billion. Other types of enterprise
may have to apply to additional conditions e.g., a public company registering a public offer of securities
must provide an undertaking, passed by its general meeting of shareholders, to place the shares for
trading on an organised trading market within one year from the date of completion of the offer tranche
(Law amending certain articles of the Securities Law dated November 24, 2010 and Decree No.
58/2012/ND-CP dated July 20, 2012 guiding Securities Law and Law amending certain Article of the
Securities Law).
To open the procedure for public offering it is necessary to file an application in the form of a
registration statement, which includes:
· The prospectus.
· The audited financial statements for the preceding two fiscal years.
· The issuer's constitutional documents and relevant corporate resolutions.

7. The main contents of a prospectus are prescribed in Circular No. 29/2017/TT-BTC dated April 12, 2017
of the MoF providing guidance on listing of securities on stock exchanges. Before the Law on Securities
2019 comes into effect (01/01/2021), foreign investors should be aware of the lack of fixed standards
for financial statements and accounting in Vietnam, which can result in inconsistencies in financial
reporting and quality levels.
Private placements
A private placement is defined in the Securities Law and its amendment as an arrangement for offering
securities to less than one hundred investors, not professional securities investors, without using mass
media or the internet. Decree 58/2012/ND-CP dated July 20, 2012 (as amended by Decree 60/2015/ND-
CP dated June 26, 2015) and Securities Law provide conditions for a private placement made by public
companies as follows:
· Resolution of the general meeting of shareholders approving the plan for a private
placement of shares / convertible bonds and utilisation of proceeds earned from the offer
tranche; and this plan must specify the objective, target investors and criteria for selection
of target investors, the number of investors and proposed offering scale;
· The lock-up period on transfer of the private placed shares or convertible bonds is a
minimum one year from the date of completion of the offer trance, except for certain cases
such as a private placement pursuant to a plan selecting employees, etc.;
· The issuing company is not the parent company of the company which purchasing private
placed shares; or neither of companies are subsidiary companies of a parent company;
· There must be a minimum interval of six months between tranches of private placements
of shares or convertible loans; and
· Other conditions set out by the applicable law.
If an application file is incomplete and invalid, the competent State authority shall, within five days
from the date of receipt of the application file for registration of a private placement of shares, provide
its opinion in writing requesting the issuing organisation to amend the file. The date of receipt of the
valid and complete file shall be the date on which the issuing organisation completes amendment and
addition to the file.
Within 15 days from the date of receipt of the valid and compete file for registration, the State authority
provides notification to the registering organisation and publish on its website the private placement of
shares of the registering organisation. The issuing organisation shall, within 10 days from the selling
tranche completion date, submit a report on the results of the private placement to the competent State
authority on the standard form annexed to Decree 58 (as amended).
Listing
Ho Chi Minh Stock Exchange (HOSE)
Decree 58/2012/ND-CP provides conditions for listing shares in HOSE as follows, among other things:
· The company has its paid-up charter capital of one hundred and 120 billion dong or more at
the time of registration for listing;

8. · The company has operated for at least two years in the form of a shareholding company
calculated up to the time of registration for listing; the ratio of equity over after-tax profit
(ROE) in the most recent year was a minimum five percent and the business operation in the
two consecutive years immediately preceding the year of registration for listing must have
been profitable; it does not have debts payable which are overdue for more than one year; it
does not have accumulated losses calculated to the year of registration for listing; and it
complies with the provisions of law on accounting and financial statements;
· Any member of the board of management or board of controllers, the director (general
director), deputy director (deputy general director), chief accountant, a major shareholder and
affiliated persons must make public disclosure of any debts they owe to the company;
· At least 20 percent of the voting shares in the company must be held by at least 300 shareholders
who are not major shareholders; and
· Certain shareholders such as members of the board of management or board of controllers,
etc. must undertake to hold 100 percent of the shares they own for six months from the date
of listing and 50 percent of this number of shares for the following six months.
Hanoi Stock Exchange (HNX)
Decree 58/2012/ND-CP provides conditions for listing shares in HNX as follows, among other things:
· The company has its paid-up charter capital of 30 billion dong or more at the time of
registration for listing;
· The company has operated for at least one year in the form of a shareholding company
calculated up to the time of registration for listing; the ratio of equity over after-tax profit
(ROE) in the most recent year was a minimum five percent; it does not have debts payable
which are overdue for more than one year; it does not have accumulated losses calculated to
the year of registration for listing; and it complies with the provisions of law on accounting
and financial statements;
· At least 15 percent of the voting shares in the company must be held by at least 100
shareholders who are not major shareholders; and
· Certain shareholders such as members of the board of management or board of controllers,
etc. must undertake to hold 100 percent of the shares they own for six months from the date
of listing and 50 percent of this number of shares for the following six months.
Registration at HOSE and HNX
Companies wishing to register to list securities must lodge an application file for registration for listing
with the HOSE/HNX. An application file for registration to list shares shall comprise the following key
documents, among other things:
· General meeting of shareholders' approval;
· Register of shareholders, as entered one month prior to the date of lodging the application;
· Prospectus;

9. Undertaking of certain shareholders such as members of the board of management or board of
controllers, the director (general director), deputy director (deputy general director) and the
chief accountant of the company, etc. to hold 100 percent of the shares they own for six months
from the date of listing and 50 percent of this number of shares for the following six months;
Certificate from the Securities Depository Centre confirming registration by the institution
and deposit of the shares at such Centre; and
Written consent from the State Bank in the case of a shareholding credit institution.
The HOSE/HNX shall approve or refuse to approve an application for registration for listing within 30
days from the date of receipt of a complete and valid application file, and in a case of refusal shall
specify its reasons in writing.
Decree No. 60/2015/ND-CP dated September 1, 2015 on foreign ownership in stock market
In April 2009, the Prime Minister issued Decision 55/2009/QD-TTg governing the purchase and sale of
"securities in Vietnam's stock market". It stipulates the difference between local investors and foreign
investors, in accordance with foreign-invested local investment funds. It also states the 49 percent rule.
This means that local investment funds and local securities investment companies are considered foreign
investors if foreigners hold more than 49 percent of the interest of a corporation.
The above limitation of 49 percent was removed on September 1, 2015 under Decree No. 60/2015/ND-
CP, i.e., generally there is no limitation on foreign ownership ratio except for "conditional" sectors. In
particular, the new limitation will now be subject to the WTO commitments or other specific domestic
law (e.g., the 30 percent cap in the banking sector).
If there is a conditional business that specific foreign ownership restriction under domestic law has yet
to be specified, then the limitation is 49 percent. If there is no restriction and the sector is not a
conditional business under domestic law (e.g., distribution companies), then there is no limit for the
foreign shareholding ratio.
This rule also applies to equitized state-owned enterprises in order to attract more foreign investments.
Decree 60 also removes all restrictions to foreign investors to invest in bonds. With respect to securities
investment certificates or derivative products of stocks of public companies, the restriction will be also
removed.
Circular 123/2015/BTC
At the end of 2008, two years after the first Securities Law, the SSC and the MoF enacted Decision
121/2008/QD-BTC to make the market more interesting for foreign investment as well as to penalise
those who disobey the Securities Law. Decision 121 governed the activities of foreign investors in the
Vietnamese securities market.
On December 6, 2012, the MoF adopted Circular 213/2012/TT-BTC governing foreign investors'
activities in Vietnamese securities market. Circular 213 became effective on February 15, 2013 and
replaced Decision 121.
On August 18, 2015, the MoF issued Circular 123/2015/TT-BTC governing foreign investment
activities in Vietnamese securities market (became effective on October 1, 2015), to guide Decree 60
and replace Circular 213.

10. Circular 123 provides detailed documents and procedure for foreign investors to operate in the
Vietnam’s stock exchanges. The circular streamlines the procedures for market participation of foreign
investors in the Vietnam’s stock market by reducing the amount of necessary documentation and
simplify the procedure. For example, the circular removes the need to translate documents into
Vietnamese by allowing them to be submitted in English.
The circular sets out that domestic business organizations with foreign ownership of 51 percent or more,
are required to apply for the Securities Trading Code (STC) before trading shares, bonds or other types
of securities under the securities market regulations.
Notification procedure on foreign ownership limits (FOL)
Circular 123 requires that public companies are responsible for determining the applicable FOL.
Following the determination of the FOL which is applicable to them, companies not subject to any limit
are obliged to file a notification dossier with the State Securities Commission (SSC). This dossier
includes: (i) extracted information on business lines as uploaded on the National Business Registration
Portal and the electronic address linking to such information; and (ii) Minutes of Meeting and the
Resolution of the Board of Management approving the unrestricted FOL (if the company does not wish
to maintain an FOL) or Minutes of Meeting and the Resolution of the General Shareholders' Meeting
approving and the charter providing for the specific FOL (if the company wishes to maintain FOL).
The SSC will have 10 working days to acknowledge in writing the notification on FOL. Within one
working day of the receipt of SSC's acknowledgement on the applicable FOL, public companies are
required to publish this information on their website, which gives effect to the published FOL.
Circular 123 provides that foreign ownership in securities companies is unlimited. However, foreign
investors must satisfy certain qualification and conditions provided by the applicable law. A qualified
foreign investor who wishes to own more than 51 percent in a securities company must obtain the SSC's
prior approval, which may be issued within 15 days from the date when the SSC receives the application
and the transaction resulting in the change of ownership must occur within six months from the date of
SSC approval. If this does not occur then SSC approval will be revoked automatically.
Law on Security 2019
The new Law on Securities 2019 has been issued and will come into effect on January 01, 2021.
Although the current Law on Securities 2006 and its guidance are relatively complete and
comprehensive, the robust economic development and the need to equitize state-owned enterprises
require the law to be amended and supplemented. In the spirit of Resolution no. 83/NQ-CP dated
August 31st, 2017, the Law on Securities 2019 is expected to bring many significant changes to
consolidate and improve the security market with the expectation to raise fund for and develop the
economy.
Some of the main changes include:
· Regarding public offer, the new regulations are more stringent.
For first public offers, the condition on charter capital increases from VND10 billion
(approximately USD430,000) to VND30 billion (approximately USD1.3 million), and the
business of the last two years must be profitable, no accumulated losses, and no overdue
liabilities over one year.

11. Besides, there are more conditions for public offers such as: major shareholders must commit to
hold at least 20% of the issuer’s charter capital for at least 01 year from the end of the offering,
at least 15% of the voting shares must be issued to non-major shareholders and this ratio is 10%
for the issuers having charter capital of more than VND 1,000 billion (approximately
USD430,000), the issuer is not undergoing criminal prosecution and does not have any unspent
conviction for economic crimes, etc.
A new significant point is the requirement that shares and/or bonds must be listed on the
securities trading system after the end of the offering.
Moreover, the new law provides more conditions and requirements to follow-on offering to
make it as stringent as the first offering to ensure the quality of the offering share. Regulations
on private placement is added as well.
· Regarding licensing for securities companies, the new law requires securities companies to
carry out enterprise registration. Before this, securities companies are only licensed by the SSC.
· Regarding information transparency, the Law on Securities 2019 supplements more objects to
comply with information disclosure: organizations that publicly offer corporate bonds,
organizations that have corporate bonds listed, etc. There are more requirements to enhance
information disclosure. Significantly, financial reports for public offer must be audited by an
accredited audit organization for public interest entities operating in security sector.
· Regarding securities market, there shall be only one securities market namely Stock Exchange
and its subsidiaries. The Securities Trading Centre shall no longer exist; and many other
changes. This is a step to the unification of the management and administration, technology
platform, standardization of listing criteria, reporting regime, information disclosure,
membership and transaction standards, etc to replace for the current dual system.
***
Please do not hesitate to contact the author Dr. Oliver Massmann under omassmann@duanemorris.com.
Dr. Oliver Massmann is the General Director of Duane Morris Vietnam LLC, Member to the Supervisory
Board of PetroVietnam Insurance JSC and the only foreign lawyer presenting in Vietnamese language to
members of the NATIONAL ASSEMBLY OF VIETNAM.