Capital Markets and Securities
When a business moves from owner equity and bank loans to raising capital from investors, legal obligations change in nature, not just in degree. Share placements, bond issuance, listing shares, or taking fund investment all bring requirements on dossiers, information disclosure, corporate governance, and manager liability. Preparing early for this layer of obligations often decides whether the deal keeps its timeline.
Quick summary: capital markets and securities
| Suited for | Businesses preparing fundraising, bond issuance, listing, trading registration, or already public companies. |
|---|---|
| Key documents | Charter, shareholder register, GMS resolutions, audited financial statements, and issuance plans. |
| Checkpoints | Offering conditions, foreign ownership ratios, related-party transactions, information disclosure obligations, and transfer restrictions. |
Capital markets and securities work scope
- Private placement of shares to strategic investors, investment funds, or foreign investors.
- Public offerings, public company registration, trading registration, and listing.
- Private and public corporate bond issuance, with security mechanisms and bondholder representation.
- Reviewing and perfecting corporate governance before fundraising: charter, internal regulations, supervisory board, board committees.
- Complying with information disclosure obligations and reporting transactions of major shareholders, insiders, and related persons.
- Legal due diligence for issuance and support in answering investor and issuance-advisor questions.
How FLAT LAW FIRM Helps
- Assessing legal conditions before announcing fundraising plans, to avoid mid-course halts.
- Drafting and reviewing issuance dossiers, use-of-proceeds plans, and resolutions and minutes of governance bodies.
- Drafting and negotiating share subscription agreements, shareholders’ agreements, and founders’ undertakings.
- Reviewing ownership structures, foreign ownership ratios, and capital contribution history to surface issues before investors do.
- Building information disclosure procedures and inside-information management for first-time public companies.
Common risks
- Capital contribution, capital increase, or share transfer history lacking supporting documents, discovered late during due diligence.
- Shareholder register inconsistent with business registration records and signed transfer contracts.
- Related-party transactions not passed through the proper approval level under the charter and enterprise law.
- Registered business lines capping foreign ownership below investor expectations.
- Commitments in offering documents exceeding what the business can evidence.
- Information disclosure breaches from failing to identify who counts as an insider or related person.
- Public bond offerings without an independent credit rating — mandatory from 11/9/2025 under Decree 245/2025/NĐ-CP.
Documents to prepare
- Current charter, all business registration certificates through changes, and the shareholder register.
- General meeting of shareholders and board minutes and resolutions for recent years.
- Audited financial statements, loan contracts, security contracts, and the list of related-party transactions.
- Records of capital increases, share transfers, and corresponding payment vouchers.
- Planned fundraising approach, desired timeline, and the list of investors in discussion.
Why due diligence should start from capital history
In Vietnamese fundraising deals, the biggest timeline drag is usually not valuation but the business’s own capital history. A capital increase years ago missing payment vouchers, a share transfer contract without meeting minutes, or a nominee shareholder can force remediation before signing.
We therefore reconstruct the ownership chain from establishment to present, cross-checking three sources: business registration records, the company’s internal books, and cash-flow vouchers. When the three align, the rest of the deal runs fast; when they diverge, a time-bound remediation plan acknowledged by all parties in the contract is needed.
The second layer is governance: whether the charter permits what the business intends, who has approval authority, and whether issued resolutions followed proper procedure. For businesses about to become public companies, the third layer is the operational capacity to sustain disclosure obligations continuously, not just at issuance.
Reference legal framework
Securities offering, issuance, and trading activities in Vietnam are governed by the 2019 Securities Law, as amended by Law No. 56/2024/QH15 (effective 01/01/2025), with Decree 155/2020/NĐ-CP and amending instruments including Decree 245/2025/NĐ-CP effective 11/9/2025. Enterprise law, investment law, and sector-specific regulations apply in parallel.
Notable updates: from 11/9/2025, issuers or publicly offered bonds must be rated by an independent credit rating agency (except cases such as credit-institution bonds or bonds with full principal-and-interest payment guarantees); the post-IPO listing deadline is shortened; and from 09/01/2026, Decree 306/2025/NĐ-CP applies a new penalty framework for private securities offering and issuance violations.
Rules on offering conditions, professional securities investors, information disclosure, and foreign ownership ratios have changed many times in recent years. Conditions for a specific issuance must therefore be checked against the instruments in force at filing.
The full text of the Securities Law and guiding decrees can be found at the Government’s legal normative documents system.
Frequently Asked Questions
Is a non-public joint stock company bound by securities law?
Yes, in some respects — particularly for private share placements or private corporate bond issuance. Not all fundraising falls outside its scope.
Are foreign investors’ share purchases subject to ratio caps?
It depends on registered business lines and applicable international treaties. This should be checked before agreeing price and deal structure.
How far ahead should a business prepare for fundraising?
It depends on dossier condition. The least predictable part is usually the time to remediate historical capital and governance issues, not dossier processing time.
How does a shareholders’ agreement operate relative to the charter?
The two documents have different scopes and may conflict. When drafting, check which contents must appear in the charter to be enforceable against the company and third parties.
Is private bond issuance simpler than bank borrowing?
Not necessarily. Bonds have their own requirements on investor eligibility, dossiers, information disclosure, and use of proceeds, with legal consequences for deviating from the disclosed plan.
When to talk to counsel
- Before finalizing a private placement plan: correctly identify professional securities investors and applicable transfer restriction periods.
- For public bond issuance: credit rating, bondholder representation, and debt-to-equity limits under Decree 245/2025/NĐ-CP.
- Before announcing IPO or listing plans: review conditions, deadlines, and the capacity to operate post-listing disclosure obligations.
- When foreign investors participate: check foreign ownership ratios by registered business line and related notification obligations.
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Talk to FLAT LAW FIRM
You may send the charter, capital-increase history, and planned fundraising approach so our team can assess the next step.