Vietnam Approves Securities Sandbox and Easier IPO Rules From March 2027

New rules open a testing route for securities innovation

Vietnam's National Assembly approved amendments to the Securities Law on November 13, 2026, creating a supervised testing system for new financial technologies and removing minimum share distribution requirements for initial public offerings. The law takes effect on March 1, 2027, while existing securities businesses have until March 1, 2029, to meet certain leadership standards unless they change relevant personnel sooner.

The government's account of the amendments records 463 votes in favour among 464 deputies present, equivalent to about 99.8% of those voting. Approval was also reported as 92.6%, without a matching explanation of the denominator. National Assembly Vice Chair Nguyen Thi Hong presided over the session.

The legislation combines several changes that affect different parts of the market. Businesses seeking public investment face fewer filing requirements. Financial intermediaries gain a route to test products that existing rules do not cover. Custodians, which hold and administer securities for investors, receive simpler registration procedures while retaining duties to protect customer assets.

Finance Minister Ngo Van Tuan presented the government's explanation and revisions on behalf of the prime minister before the vote. The law contains three articles, but changes reach across market organisation, professional qualifications, investment funds, technology infrastructure and staffing.

The central practical change is a new Article 6a establishing a regulatory sandbox. In simple terms, this is permission to try something new with real users under defined limits and official supervision. Whether businesses can make practical use of that permission will depend on the government's detailed approval procedures and risk controls.

What can enter the sandbox?

Article 6a allows eligible organisations to test new technologies, products, services and business models in real conditions when existing securities legislation has no provision for them or contains different requirements.

Each trial must have boundaries covering its scope, participants, location and duration. Those limits determine what an organisation can test, who can take part, where the activity can happen and how long permission lasts. A company must satisfy eligibility and assessment criteria, obtain a certificate and remain under the supervision of the competent state authorities.

Authorities can issue, amend or revoke certificates. They can also extend, suspend or end testing. These powers give regulators control throughout a trial, including when circumstances change after approval.

Participants must comply with personal data protection and cybersecurity requirements during testing and after it ends. The mechanism must also meet national defence, security and market safety requirements and operate alongside laws on science, technology, innovation and the digital technology industry.

The framework gives participating organisations and individuals responsibility for their activities and protection under the Law on Science, Technology and Innovation. Detailed rules will determine how those responsibilities operate in practice, alongside safeguards for investors' money, information and rights.

Reviews will decide what happens after a trial

Finance Minister Tuan said revisions clarified the need for interim and final assessments. Regulators will use those reviews to consider whether testing should continue or whether legal rules should be completed so that a product or service can be introduced formally.

A trial therefore has a decision point beyond its initial approval. Authorities must assess the results and choose whether to extend the experiment, end it or develop the legal documents needed for wider use. The government will set the procedures, risk controls and treatment of results.

During questioning on November 12, Tuan said the Finance Ministry would submit implementation guidance to the government immediately after passage and encourage market intermediaries to develop and register new products and services. He described a process in which administrators review applications, approve and supervise pilots, then assess them after a period of operation.

The priority products, application opening date and detailed admission criteria have not been specified. Those decisions matter directly to firms planning development spending and to investors deciding whether to participate in an approved trial.

Companies face fewer IPO conditions

Businesses making an initial public offering, or IPO, will no longer face the current minimum share distribution ratio. An IPO is a company's first offering of shares to the public, allowing investors to buy an ownership stake and giving the company a route to raise capital.

Current rules require an issuer to sell at least 15% of its voting shares to at least 100 investors who are not major shareholders. For issuers with charter capital of at least 1 trillion dong, the percentage falls to 10%. Charter capital is the registered capital contributed or committed by shareholders.

From March 1, 2027, the law removes the minimum distribution ratio and the corresponding commitment in IPO registration documents. Companies will have more flexibility over the proportion of shares they offer and their investor structure when preparing a public sale.

The filing package also becomes smaller. Issuers will no longer need to submit an audited report on the use of proceeds from their most recent offering within the two years before filing. Tuan outlined the removal of the share sale ratio when presenting the revised bill.

For a company preparing to raise money, these changes remove a distribution condition and a document requirement from the process. They may reduce preparation work, while the business still needs investors willing to buy its shares. The law's separate sandbox provisions create another route for financial innovation, with a certificate and supervision required for each approved experiment.

Custody paperwork shrinks, asset protection stays

Securities custodians will face fewer registration conditions and documentation requirements where banking regulators already supervise capital safety. The government's explanation identifies duplicate checks as the reason for reducing these requirements.

Custody is the service that records and administers investors' securities holdings. Because a custodian handles assets belonging to customers, the law retains requirements for technical capacity, operational safety, separate management of client assets and supervision of custody activities.

The Vietnam Securities Depository and Clearing Corporation, or VSDC, will continue to control service capacity and operational competence through membership registration and ongoing supervision. Client assets must remain separately managed from the institution's own assets.

If a custodian can no longer operate, requirements to reconcile data, settle accounts and transfer customer accounts continue to apply. Reconciliation means checking that records agree, a necessary step when moving holdings and account information to another institution. These duties give investors a defined process for handling their accounts when their service provider stops operating.

Leadership changes bring an earlier compliance deadline

Articles 74 and 75 set professional requirements for legal representatives of securities companies and fund management companies. A legal representative is a person authorised to act for a business and carry legal responsibility on its behalf.

At least one legal representative must meet the relevant professional standards. The law differentiates requirements according to a person's responsibilities as a manager, legal representative or securities practitioner, rather than requiring every legal representative to hold a practising certificate.

Existing firms that fall short have a transition period of two years after the law takes effect, ending on March 1, 2029. A firm changing its legal representative on or after March 1, 2027, must meet the new requirements when that personnel change occurs. Companies planning appointments therefore need to consider the rules before using the full transition period.

The staffing provisions require a general director, at least three appropriately certified employees for each securities business activity for which a licence is sought, and at least one compliance control employee. A general director must have at least two years of relevant experience and hold a financial analysis or fund management practising certificate, alongside the other eligibility conditions.

Deputy To Ai Vang had argued during an October 28 discussion that a board chair's governance and strategy responsibilities should be distinguished from a chief executive's operational role. The final approach allows businesses to distribute responsibilities among their representatives while ensuring that at least one meets the required professional standard.

Three certificates and continuing training duties

Amended Article 97 identifies three categories of securities practising certificate: securities brokerage, financial analysis and fund management. These cover different professional responsibilities, from handling securities transactions to assessing investments and managing funds.

Applicants must have a university degree or higher, securities expertise and a passing result in the examination appropriate to their certificate. They must also meet legal capacity requirements and conditions concerning criminal proceedings and bans on securities practice.

Certificate holders face continuing obligations. A certificate can be revoked after three consecutive years without the required annual training, or after three consecutive years without working at an organisation that employs certified practitioners. The employment calculation contains exceptions for specified board, supervisory and other governance positions.

The government will detail certificate issuance, reissuance, revocation, examinations and supervision. For firms, staffing preparation involves both having enough qualified people and ensuring that those employees maintain the training and professional activity needed to keep their certificates.

Exchange governance and workforce policies are clarified

The law retains the prime minister's authority to decide the stock exchange model. The government's explanation presents that flexibility as a way to adapt market organisation to development needs at different stages.

Rules on restructuring state capital at stock exchanges have also been revised to align with legislation governing state capital in enterprises. The amendments address the ownership and governance framework alongside the operational changes facing issuers and intermediaries.

Workforce policy is divided into two areas. Article 6 addresses development of personnel across the securities industry, while Article 9 addresses policies specifically for officials of the State Securities Commission.

The official explanation describes the industry policy as a direction for workforce development. Specific arrangements for commission officials must fit their duties, job positions and the laws governing public employees, pay and the state budget. The legislation also provides a policy basis for investment in market infrastructure and information technology.

Other revisions clarify provisions for exchange traded funds, including the receipt and exchange of other assets, and terminology concerning organisations that employ certified practitioners. Existing securities company contracts for representing bondholders and acting as agents managing collateral may continue under the relevant transitional conditions.

Implementation overlaps with a wider market transition

The government prepared three implementing drafts alongside the bill: a decree on the securities sandbox, a decree amending Decree No. 155/2020/ND-CP, and a circular under the finance minister's authority. Reviews will also cover operating procedures, staffing, technology infrastructure and related guidance.

The legislative timetable overlaps with Vietnam's reclassification by FTSE Russell from Frontier to Secondary Emerging market status, effective September 21, 2026, with implementation phased through September 2027. That classification concerns how an international index provider groups markets for investment benchmarks.

Tuan linked capital market reform to targets for 2030. He put stock market capitalisation at more than 80% of gross domestic product, against a target of 100%, and the bond market at approximately 30%, against a target of about 50%. The bond target is roughly 20 percentage points above the current ratio. The stated derivatives market target is 20% to 30% of GDP.

The key dates show how preparation and implementation fit together:

• November 12, 2026: Tuan outlines plans to encourage applications for new securities products and services.
• November 13, 2026: The National Assembly approves the Securities Law amendments.
• March 1, 2027: The amendments take effect, including the sandbox framework and easier IPO conditions.
• September 2027: The phased FTSE Russell reclassification is scheduled to run through this month.
• March 1, 2029: The transition period ends for existing firms needing to meet the legal representative standards, unless a personnel change requires earlier compliance.

The assembly also approved the separate 2025 state budget settlement, with 458 of 461 deputies present voting in favour. It recorded balanced revenue above 4.26 quadrillion dong, expenditure above 4.56 quadrillion dong and a deficit of about 400.163 trillion dong, or 3.1% of GDP. Borrowing to finance the deficit and repay principal exceeded 763.9 trillion dong.

Key Points

• Vietnam's amended Securities Law takes effect on March 1, 2027.
• Article 6a creates supervised trials with limits on scope, participants, location and duration.
• Sandbox participants need approval and certification and must meet data protection, cybersecurity and market safety requirements.
• IPO issuers gain relief from minimum share distribution ratios and an audited proceeds use report requirement.
• Custody registration becomes simpler, while asset separation, technical safeguards and account transfer duties remain.
• Existing firms have until March 1, 2029, to meet certain leadership standards, with earlier compliance required when relevant personnel change.
• Two draft decrees and a draft ministerial circular will supply detailed implementation rules.