VCI Legal -December 30, 2025

On 25 November 2025, the Government issued Decree No. 306/2025/ND-CP (“Decree 306”), which amends several provisions of Decree No. 156/2020/ND-CP on administrative sanctions in the securities and securities market (“Decree 156”) and Decree No. 158/2020/ND-CP on derivative securities and the derivative securities market (“Decree 158”). Decree 306 is scheduled to take effect on 9 January 2026.

1. Amendments to Decree 156

Decree 306 introduces a series of changes aimed at strengthening supervision and enforcement in the securities market, enhancing transparency, market order, and investor protection. The key amendments are as follows:

• Administrative Penalties: Individuals and organizations that violate specific provisions of Decree 156 may face administrative sanctions, including suspension of securities transactions, suspension of tender offers, or temporary restriction on securities trading and related services. Under Decree 306, the maximum period for such suspensions has been extended from 12 months to 24 months. The Decree also introduces additional remedial measures, including compulsory suspension of securities trading, temporary suspension of service operations or other financial services, and mandatory reporting to the nearest General Meeting of Shareholders, the Board of Directors, the company Chairman, or the company owner in cases of early bond redemption or bond swaps.
• Private Placement of Bonds: Decree 306 provides a dedicated set of provisions for violations concerning private bond placements by non-public companies. It establishes more suitable penalties to address such violations. The Decree also increases fines for acts affecting investor interests, for example:
  • Private offerings of shares or bonds without fulfilling all legal requirements now carry fines of VND 400 million, up from VND 300 million.
  • Late disclosure of information, exceeding the statutory deadline or requested timeframe by the State Securities Commission, Vietnam Stock Exchange, or its subsidiaries, is now subject to fines of VND 100 million, up from VND 70 million.
• Anti-Money Laundering and Anti-Terrorist Financing: Decree 306 further specifies and supplements administrative penalties for violations relating to anti-money laundering and anti-terrorist financing. These penalties are also applied to breaches related to financing activities that support the proliferation of weapons of mass destruction.

2. Amendments to Decree 158

Decree 306 also introduces modifications to requirements for derivative securities activities:

• Eligibility Certificates: Certain conditions for issuing derivatives trading eligibility certificates and derivatives clearing and payment eligibility certificates have been removed. Notably, a securities company or a securities investment fund management company is no longer required to maintain a liquidity ratio of at least 220% over the past 12 months as a prerequisite for obtaining a derivatives trading eligibility certificate.
• Documentation Simplification: The Decree reduces the number of documents required to apply for these certificates. Additionally, Form No. 02, which lists members of the executive board and staff responsible for professional activities, has been amended as an attachment to the application for the derivatives trading eligibility certificate.

Overall, Decree 306 aims to streamline procedures, enhance market transparency, improve regulatory compliance, and strengthen investor protection in both the securities and derivative securities markets.

About VCI Legal:

VCI Legal is an award-winning business law firm in Vietnam with a wide range of legal and corporate services, among other things, corporate, banking & finance, tax, labor & HR, real estate and dispute resolution with special focus on international investment disputes, We also offer our specialized type of service called “In-House Counsel Service” with the aim of assisting our clients in dealing with all types of internal and external issues arising from their day-to-day operations and business activities. With our offices in both Hanoi and Ho Chi Minh City, we have a tremendous depth of experience in providing well-reasoned and comprehensive legal advice to not only multinationals and Fortune 500 companies, but also small and medium enterprises.

Our professional team comprises one of the leading law firms in Vietnam with service quality highly recommended and acknowledged by international legal service reviewers such as: The Legal 500, AsiaLaw Profiles, IFLR, KPMG’s Tax Directors’ Handbook, Acquisition International, ACQ Global, Global Law Experts, Finance Monthly, and Chambers & Partners.

For many years, VCI Legal has been ranked among the top law firms in Vietnam for corporate, finance, insurance, taxation, employment, intellectual property and investment. With a “Can Do Attitude” combined with a “Know How” capacity, our firm is big enough to provide comprehensive legal support for any in-house legal matters, yet small enough to care about each of our clients. We undertake each engagement with the mindset of a long-term relationship, with the will to give whatever it takes to understand and fulfill your needs.

Ho Chi Minh City

Suite P7-42.18, Vinhomes Central Park, 720A Dien Bien Phu, Thanh My Tay Ward, Ho Chi Minh City, Vietnam

Tel.: (+84) 028 3827 2029 Fax: (+84) 028 3823 4436

Hanoi

Suite 1903, Floor 19, W1 Tower, Vinhomes Westpoint, Pham Hung, Tu Liem Ward, Hanoi City, Vietnam

Tel.: (+84) 024 3936 4985 – (+84) 024 3936 4987

Affiliated Offices: Beijing – Shanghai – Hanoi – Ho Chi Minh City – Singapore – New Delhi – Dubai – Doha – Zurich Paris – Rome – Brescia – Washington D.C. – Los Angeles