Notable new points in the revised Decree on securities

One of the notable points of Decree No. 245/2025/ND-CP is to tighten the conditions for public bond offerings and add financial safety criteria.

According to current regulations in Article 19 of Decree No. 155/2020/ND-CP, to offer bonds to the public, the issuer or the bond registered for offering is only required to have a credit rating if the total value of bonds mobilized in each 12 months is greater than VND 500 billion and greater than 50% of equity; or the total outstanding bond debt is greater than 100% of equity.

Apart from the above regulation, there is no restriction on the debt-to-equity ratio that a business must meet in order to issue bonds to the public. This leads to many businesses issuing bonds but not ensuring their ability to pay, causing losses to investors.

Therefore, Decree No. 245/2025/ND-CP has amended Clause 2, Article 19 of Decree No. 155/2020/ND-CP as follows: The issuing organization or the bonds registered for offering must be credit rated by an independent credit rating organization, except for the case of bonds issued by a credit institution or bonds guaranteed by a credit institution, foreign bank branch, foreign financial institution, or international financial institution for payment of the entire principal and interest of the bonds. The credit rating organization is not a related party of the issuing organization.

In addition, Decree No. 245/2025/ND-CP also adds clauses 3, 4, 5, 6, 7 after clause 2, Article 19 on conditions for public offering of bonds as follows: Having a representative of bondholders as prescribed in Article 24 of this Decree.

The issuing organization has liabilities (including the value of bonds expected to be issued) not exceeding 5 times the issuer's equity according to the most recent audited financial statements, except for issuers that are state-owned enterprises, enterprises issuing bonds to implement real estate projects, credit institutions, insurance enterprises, reinsurance enterprises, insurance brokerage enterprises, securities companies, and securities investment fund management companies.

The liabilities as prescribed in Clause 4 of this Article do not include the value of bonds expected to be issued to restructure the debt. In case of issuing bonds to the public to restructure the debt, the enterprise is not allowed to change the purpose of capital use to restructure the debt.

In case an enterprise issues bonds to the public in multiple offerings, the value of the bonds expected to be issued in each offering at par value must not be greater than the owner's equity.

Bonds issued with full payment guarantee of principal and interest by credit institutions, foreign bank branches, foreign financial institutions, or international financial institutions are exempt from the conditions specified in Clause 4 and Clause 6 of this Article.

Amendment of conditions for public offering of bonds in Vietnam by international financial institutions

Decree 245/2025/ND-CP also amends Article 26 on the conditions for public offering of bonds in Vietnam by international financial institutions as follows: The issuing organization is an international financial institution as prescribed by law. The bonds offered are bonds with a minimum term of 5 years.

There is an issuance plan and a plan to use all proceeds from the offering to invest in projects in Vietnam or to invest in capital contributions, purchase shares, bonds, or re-loan to enterprises established and operating in Vietnam. There is a commitment to fulfill the obligations of the issuing organization to investors regarding the conditions of issuance, payment, ensuring the legitimate rights and interests of investors, and other conditions. The issuing organization must open a blocked account to receive money to buy bonds from the offering. There is a commitment to list the bonds after the end of the offering.

Shorten the time for IPO and listing stocks

Decree 245/2025/ND-CP supplements Article 111a on registration of stock listing at the same time as the initial public offering of shares of a joint stock company. The shares offered for the first time to the public will be listed immediately after the end of the offering to ensure the rights of investors participating in purchasing the offered shares, ensuring the success of capital mobilization activities through the initial public offering of shares.

Regarding the initial public offering (IPO) process simultaneously with the registration for listing of shares, Decree 245/2025/ND-CP stipulates that the Stock Exchange shall review the enterprise's application for listing of shares at the same time as the State Securities Commission reviews the IPO application. After completing the offering of shares (according to the report on the results of the offering sent by the enterprise to the State Securities Commission), the enterprise shall send the Stock Exchange updated information on the Prospectus and the Certificate of Business Registration or equivalent legal documents, including the updated charter capital of the organization registering for listing after the initial public offering of shares for the Stock Exchange to review and grant a listing license.

In addition, the revised Decree also stipulates a shortening of the time for securities to be listed on the market after the Stock Exchange has approved the listing of securities from 90 days to 30 days. These regulations are expected to shorten the process of listing and trading securities by 3-6 months compared to present, better protect the interests of investors in early listing of securities on the market, and increase the attractiveness of IPOs to investors.

Guarantee foreign shareholders' rights in buying and selling shares

Another major change of Decree 245/2025/ND-CP is the abolition of the provision allowing the General Meeting of Shareholders and the Charter of a public company to decide on a maximum foreign ownership ratio lower than the level prescribed by law and international commitments. For public companies that have notified the maximum foreign ownership ratio according to Point e, Clause 1, Article 139 of Decree 155/2020/ND-CP, this ratio will continue to be maintained or changed in an upward direction to gradually approach the level prescribed by law.

At the same time, the Decree also adds a transitional provision stipulating the time limit for public companies to complete the procedure for notifying the maximum foreign ownership ratio. Specifically: Public companies that have not yet completed the procedure for notifying the maximum foreign ownership ratio are responsible for completing the notification of the maximum foreign ownership ratio within 12 months from the effective date of Decree 245/2025/ND-CP.

The amendment and supplementation of the above regulations aims to better ensure the rights of foreign shareholders in buying and selling shares on the secondary and primary stock markets; comply with the maximum level of market openness according to investment laws, as well as reduce risks for foreign investors when events affecting enterprises occur.

Decree No. 245/2025/ND-CP takes effect from September 11, 2025.

Source: https://baolangson.vn/nhung-diem-moi-dang-chu-y-trong-nghi-dinh-sua-doi-ve-chung-khoan-5058803.html