If you only track headlines, the Securities Law looks like it’s “being amended” yet again. The more useful picture is that Vietnam is running two parallel reform layers right now – one already in force, one still on the drafting table – and they pull in different directions.

Layer 1: Already in force

Law 56/2024/QH15 (amending eight finance/investment laws, including the Securities Law) took effect on 1 January 2025, with a cohort of provisions on professional securities investors (“PSIs”) and public-company eligibility kicking in on 1 January 2026.

The single most consequential change for the market: individual PSIs may only purchase, trade or transfer privately placed corporate bonds that are (i) credit-rated and secured by collateral, or (ii) credit-rated and covered by a payment guarantee from a credit institution. Institutional PSIs are not bound by the same restrictions.

That is a structural narrowing of the retail private-bond channel that absorbed so much of the 2019–2022 issuance wave. Tier together with Decree 306/2025/NĐ-CP on administrative sanctions in the securities sector (effective 9 January 2026), and the message is clear, tighter standards and faster enforcement.

Layer 2 — On the way

State Securities Commission (“SSC”) has signalled a further round of Securities Law amendments in 2026. The disclosed direction:

• Procedural simplification – cut administrative procedures and business conditions to make corporate capital-raising materially easier.
• Green and sustainable bonds – build out the legal framework now that Decision 21/2025/QĐ-TTg (Green Taxonomy) is in force.
• PPP project bonds – a bespoke regime contemplated, with rating requirements (or alternatively a CI/financial-institution payment guarantee for principal and interest).
• Bond payment guarantee mechanisms – formalising third-party credit support for corporate bonds.
• Foreign ownership – expanded ratios in non-sensitive sectors.
• International issuance – refined rules on domestic and offshore bond offerings.

Why this matters

For issuers, the next 12–18 months are a planning window. The current rules favour issuers that can credit-rate, collateralise or secure a bank guarantee for any privately placed bond they want individual PSIs to hold; that gap will not close until Layer 2 changes the architecture. For sponsors of PPP projects and green-eligible infrastructure, build the rating and guarantee story now – the new instruments are coming, but issuers without the supporting paperwork will not be ready when the window opens.

For investors and fund counsel, the institutional/individual PSI split is the new fault line. Mandates and onboarding flows should already reflect it.

What is worth watching next

• The first formal draft text of the 2026 Securities Law amendment package.
• Implementing guidance and updates for green-bond labelling under Decision 21/2025/QĐ-TTg.
• Enforcement patterns under Decree 306/2025/NĐ-CP – early cases will tell us how aggressive UBCKNN intends to be.

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