1. Securities

On 11 September 2025, the Government issued Decree No. 245/2025/ND-CP (“Decree 245”) amending Decree No. 155/2020/ND-CP dated 31 December 2020 implementing the Law on Securities  (“Decree 155”). Decree 245 took effect from the date of signing and introduces some key changes as follows.

Amending provisions related to foreign investors

Documents identifying the status of professional securities investors being foreign individuals and foreign institutions are specified in Decree 245 as follows:

–      If the professional securities investor is a foreign institution: confirmation of the investor’s securities trading code, establishment licence or other equivalent document issued by the competent authority of its home country, extract from the database of the competent authority of its home country or tax registration.

–      If the professional securities investor is a foreign individual: confirmation of the investor’s securities trading code, valid passport or other lawful personal identification.

Decree 245 abolishes Article 139.1(e) of Decree 155 which enabled public companies to set a maximum foreign ownership ratio lower than the ratio specifically stipulated in Vietnamese laws or international treaties. As such, starting from 11 September 2025, public companies are no longer permitted to set a foreign ownership limit lower than that stipulated by law or international treaties.  The relevant procedures on notification of maximum foreign ownership ratio in public companies are amended accordingly.

Decree 245 amends Article 143.1 of Decree 155 (Obligations of foreign invested enterprises when investing and trading on the securities market) by (i) adding member funds to the list of enterprises which must apply the same foreign ownership conditions and investment procedures on the securities market as those applicable to foreign investors when such enterprises have foreign investors holding more than 50% of the charter capital, and (ii) providing that this obligation does not apply in case a securities company carries out risk prevention activities or market making activities under the Minister of Finance’s guidance.

Securities trading code will be granted to foreign investors by a simplified procedure. The Vietnam Securities Depository and Clearing Corporation (VSDC) sends electronic confirmation of securities trading code to the depository member. Within 01 business day after receipt of such confirmation, the depository member notifies securities trading code to the investor, and send written confirmation of securities trading code to the investor making the request.

Decree 245 amends Article 145.2(a) of Decree 155 to allow foreign securities companies and foreign securities management fund companies to be granted two (02) securities trading codes, one for transactions of the companies and one for management of transaction of their customers.

General obligation on offering and issuing securities

Decree 245 has added Article 9.1a, requiring issuers who offering securities to raise capital for non-project purposes to report and disclose details on fund usage and total amounts collected, similar to project-related capital mobilization. This does not apply to issuers being credit institutions.

Public offering of bonds by a company

Decree 245 requires that the issuers or the bonds must have a credit rating provided by Moody’s, Standard & Poor’s, Fitch Rating, or other credit rating enterprise which has been issued a certificate of satisfaction of business conditions by the Ministry of Finance, except for bonds issued by a credit institution and bonds for which there is a guarantee for payment of all of the principal and interest on bonds from a credit institution, foreign bank branch, foreign financial institution or international financial institution.

It also imposes additional conditions for public offering of bonds. Notably, Decree 245 adds the condition on debt-to-equity ratio which shall not exceed 5, and the total value of bonds to be issued will be included to calculated such debt-to-equity ratio except the cases where bonds are issued for debts restructuring. The condition on debt-to-equity ratio will be exempted if the bonds are guaranteed by credit institutions, foreign bank’ branches or foreign financial institutions.

Registration for listing and IPO of shares

A joint stock company can register for listing securities and IPO of shares at the same time under the procedures set out in Decree 245. A dossier for listing and IPO of shares and necessary documents will be filed with the Stock Exchange. The company must register the first trading day for securities within 30 days after the Stock Exchange issues a decision approving the listing of securities.

Other amendments

In general, administrative procedures have been revised to simplify processes and promote online public services through a single-window mechanism at the Single Service Window and the National Public Service Portal. The documentation requirements have also been amended to ensure clarity, convenience, and consistency in the application of legal provisions with other legal documents.

Under Decree 245, public companies and issuers are required to complete registration of their securities with VSDC before placing securities for trading on the trading system of the Stock Exchange.

Decree 245 amends provisions on clearance and settlement of securities transactions to further improve the legal framework for the central counterparty (CCP) mechanism. It states that the CCP mechanism will be implemented no later than 31 December 2027.

2. New Decree implementing the PPP Law

On 11 September 2025, the Government issued Decree No. 243/2025/ND-CP (“Decree 243”) implementing the Law on Investment in the form of Public-Private Partnership, as amended (“PPP Law”).  Decree 243 took effect from the date of signing and repealed Decree No. 35/2021/ND-CP dated 29 March 2021 (except some provisions) and Decree No. 71/2025/ND-CP dated 28 March 2025. Below are some new points of Decree 243.

Authorised State agencies

Authorised State agencies are those defined in Article 5.1 of the PPP Law. Decree 243 allows ministers, heads of central agencies and chairpersons of provincial People’s Committees to delegate the authority over PPP projects to their subsidiary agencies, People’s Committees at ward level and public service units under the provincial People’s Committees  which have legal entity status, seals and accounts. Decree 243 specifies that the state agencies which are delegated to sign the PPP contract must have legal entity status, seals and accounts. It also clarifies the determination of the authorised State agency in case a project falling within the authority of various authorised State agencies.

Direct appointment of investors

Direct appointment of investors will be applicable to (a) projects subject to requirements on national defence and security or State secret protection; (b) projects subject to immediate selection of replacement investors under Article 52.4(a) of the PPP Law for assurance of continuity in the project implementation; (c) projects which have been proposed by investors who own or have the right to use strategic technology; (d) projects requiring continuation selection of investors who have developed digital infrastructure or digital platforms to ensure technical compatibility, synchronization and connectivity; and (dd) projects requiring acceleration of progress, promotion of socio-economic development and assurance of national interest, which have been proposed by investors and approved by the authorised State agency. Article 55.2 of Decree 243 further clarifies that projects under Article 39.1(dd) of the PPP Law includes, among others, national important projects to which the investor designation method is applied as per the National Assembly’s resolution; railway projects according to the provisions of the railway law.

Decree 243 provides three procedures for direct appointment of investors which include: ordinary procedures, shortened procedures, and procedures of selection of replacement investor for assurance of continuity in the project implementation.

Selection of investors in special cases

Decree 243 details projects that apply the form of selection of investor in special cases. These include, among others, national important projects in the science and technology sector; nuclear power plant projects; offshore wind power projects and other projects with specific and peculiar conditions when open bidding, competitive negotiation or direct appointment would not be the effective form of selection of investor.

The authorised State agency shall decide to apply selection of investor in special cases, and follow the procedures set out in Decree 243 to select investors.

Project contracts

Decree 243 sets forth the basic contents of a PPP project contract which include, among other things: the objectives, location and schedule of the project; the contract term; technical requirements; total investment capital; financial plan; State capital portion (if any); conditions for using land and other natural resources; rights and obligations of the investor and the PPP project enterprise; revision of the contract; revenue sharing plan; governing law and dispute resolution; and supervising regime. Standard forms of PPP project contracts shall be prepared in accordance with Appendix III of Decree 243.

Compensation and early termination of contract

Decree 243 requires the PPP contract to clearly specify the responsibilities and formula for determining compensation or early termination payment under Articles 52.2, 52.2a and 52.2b of the PPP Law.

Once the parties have agreed on the conditions for early termination of the project contract, the contract-signing authority shall be responsible for reporting to the authorised state agency for consideration and decision on the early termination costs, and funding source in cases where the payment obligation falls on the State side.

Performance security of the project contract

Decree 243 reiterates provisions on contract performance security provided under Decree 35/2021 and Decree 71/2025. However, it fixes the ratio the contract performance security for projects in the sector of science, technology, innovation and digital transformation at 1.5% of the total investment capital for projects with total investment capital up to VND 300 billion or 1% for projects with total investment capital exceeding VND 300 billion.

Selection of investor online

Selection of investors for PPP projects applying the form of domestic open bidding shall be done online though the Vietnam National E-Procurement System (VNEPS) as from 1 January 2027.

For PPP projects in the case of international bidding, projects applying the form of competitive negotiation, direct appointment or selection of investors in special cases, the selection of investor online is not applied but investor selection information must be published on the VNEPS pursuant to Article 9.1 of the PPP Law.

3. Amendments of Decree 31/2021 guiding the Law on Investment

On 3 September 2025, the Government issued Decree No. 239/2025/ND-CP (“Decree 239”) amending Decree No. 31/2021/ND-CP dated 26 March 2025 guiding the Law on Investment (“Decree 31”). The changes from Decree 239 focus on investment procedures simplification and digitization and investment incentivisation. Decree 239 took effect from the date of signing. Following are some key amendments of Decree 239.

Investment Procedures Simplification and Digitization

When carrying out investment procedures in accordance with the provisions of the Law on Investment, investors shall submit electronic copies of the dossiers. Electronic copies of the dossiers must have digital signatures in accordance with the law on electronic transactions and have the same legal value as the hardcopies submitted to the Ministry of Finance and the investment registration agency. Electronic records have the same legal value as the physical records, but the physical records will prevail in case of any discrepancy. Investors may submit applications directly, online or via public post.

In compliance with the amended Law on Investment, provisions on the application dossier for in-principle investment approval are introduced in Decree 239. Remarkably, Decree 239 no longer requires the submission of (a) a copy of the List of projects for land resumption and (b) a document proving that the project does not fall into the List of projects for land resumption, both approved by the provincial People’s Council.

The timelines for in-principle investment approvals and investment registration certificate issuance are significantly shortened following the changes in Decree 239, specifically:

Application	Step	Previous provisions (Decree 31)	New provisions (following changes in Decree 239)	Changes
In-Principle Investment Approval of the Prime Minister	The Ministry of Finance sends documents to seek comments from relevant ministries and agencies.	03 days	03 days	Unchanged
	The consulted agencies give their opinions and send them back to the Ministry of Finance.	15 days	10 days	05 days shorter
	The Ministry of Finance organizes the appraisal of documents and prepares the appraisal report.	40 days	20 days	20 days shorter
	The Prime Minister approves the investment policy after receiving the appraisal report from the Ministry of Finance.	07 days	05 days	02 days shorter
	Total	65 days	38 days	27 days shorter
In-Principle Investment Approval of the Provincial People’s Committee	The investment registration agency shall send the dossier to obtain opinions from local state agencies.	03 days	02 days	01 day shorter
	The consulted agencies their opinions and send them back to the investment registration agency.	15 days	07 days	08 days shorter
	Investment registration agency prepares appraisal report	25 days	14 days (regular)/ 17 days (industrial parks, export processing zones, high-tech parks, economic zones)	08-11 days shorter
	The Provincial People’s Committee approves the investor and sends the Decision on approving the investor to the Ministry of Finance; the auction organization; the investment registration agency and the investor.	07 days	03 days	04 days shorter
	Total	50 days	26 days	24 days shorter
IRC Issuance		15 days	10 days	05 days shorter

In case where projects subjects to in-principle investment approval by different Provincial People’s Committees, the investors may choose to conduct procedures for in-principle investment approval in the locality where the majority of the land area of the project falls or the main construction work is made or most of the project activities are carried out, except as otherwise provided by laws.

Investment Incentivisation

Decree 239 updates the sectors in which foreign investors are subject to market access restrictions in Annex I of Decree 31. In particular, it removes “production of and trading weapons, explosives and supporting tools” and “production of military materials or equipment; trading military equipment and supplies, military weapons, technical equipment, specialised vehicles used for the people’s armed forces; components, spare parts, supplies, special equipment and specialised technology for manufacture them” from the list of sectors in which market access by foreign investors is not permitted, and adds these sectors to the list of sectors in which foreign investors are subject to market access conditions.  

Decree 239 adds more sectors to the list of sectors that are entitled to investment incentives. Some notable sectors which are newly added include, among other things: production of software; building AI data centres, design and manufacture of semiconductor; development of concentrated digital technology parks; production of digital technology products; provision of digital technology services; and development, operation and management of railway infrastructure works, railway transport business, railway industry and railway human resource training.

 Other issues

Decree 239 amends Article 27.1 of Decree 31, according to which, the duration of an investment project for which the State allocates or leases land or permits conversion of land use purpose shall be determined from the date of the decision on land allocation, land lease or land use purpose conversion or, in case land handover is delayed, from the date of land handover.

In light of the recent government restructuring in Vietnam, the changes in Decree 239 also replace the following relevant terms:

• “the Ministry of Planning and Investment” is replaced with “the Ministry of Finance”
• “the Department of Planning and Investment” is replaced with “the Department of Finance”
• “the Ministry of Agriculture and Rural Development” is replaced with “the Ministry of Agriculture and Environment”.

4. Guidelines on anti-money laundering

On 15 September 2025, the State Bank of Vietnam (SBV) issued Circular No. 27/2025/TT-NHNN (“Circular 27”) guiding some articles of the Law on Anti-Money Laundering. Circular 27 takes effect from 1 November 2025 (except certain provisions) and replaces Circular No. 09/2023/TT-NHNN dated 28 July 2023 (“Circular 09”).

Money laundering risk management processes and AML internal rules

With respect to classification of customers by money laundering risk levels, Circular 27 requires that (a) the simplified KYC are not applicable when there is a suspicion of money laundering, terrorist financing or financing of proliferation of weapons of mass destruction and (b) information on the beneficiary of life insurance policy must be identified immediately after the insurance buyer has designated the beneficiary.

Circular 27 details the compulsory contents to be included in the KYC process and procedures of the anti-money laundering (AML) internal rules, including cases subject to KYC requirement; verification of the identity of customers, beneficial owners and legal representatives; information about institutional customers; identification of customers being a party to legal arrangements; transaction supervision; time of completion of the customer verification and time of reviewing and updating KYC documents.

Reporting entities are required to send their AML internal rules to the Anti-Money Laundering Department (AMLD) under the SBV (for reporting entities operating in the in the monetary and banking sector) or the relevant line ministries (for other reporting entities) within 10 days from the date of issuance or revision.

Reporting entities will have to amend and update their money laundering risk management processes and their AML internal rules to comply with Circular 27, starting 1 January 2026.

Transaction reporting

Reporting entities must report suspicious transactions to the AMLD upon detecting suspicious transactions relate to: money laundering or other crimes related to money laundering, terrorist financing, and financing of proliferation of  weapons of mass destruction pursuant to Article 26 of the Law on Anti-Money Laundering.

Circular 27 repeats most of the existing provisions on reports on high value transactions and electronic money transfer transactions under Circular 09. However, it additionally requires that wire transfers information should be maintained during the transaction.

Other issues

Circular 27 allows a reporting entity being a branch of a foreign organisation to assess and update its money laundering risks according to the assessment criteria and methods specified in this Circular or the foreign organisation’s regulations. When selecting the foreign oganisation’s regulations, the reporting entity must notify the SBV and the relevant ministries.

As from 1 January 2026, reporting entities permitted to conduct electronic transfers of money must build an adequate IT system for e-reporting and have software systems to screen and filter customers according to blacklists, warning lists and lists of politically exposed persons as well as supervise transactions to detect and warn suspicious signs for the purposes of prevention of money laundering, terrorist financing and financing of proliferation of  weapons of mass destruction.