Context: Speaking of an ‘amended Securities Law’ in 2026 requires care with timelines: an important part of the amendments already became law in 2025 through Law 56/2024, while a broader comprehensive amendment programme is still being prepared — and this very process runs parallel to the market-upgrade story.
Legal Grounds to Establish First
Law 56/2024/QH15 (effective 1 January 2025) amended several laws at once including the Securities Law 54/2019/QH14, with content tied directly to market upgrade and issuance discipline: tightening conditions for private securities and private bond offerings, consolidating the professional-investor regime, and strengthening adviser and issuer responsibility. This is the part where earlier years’ ‘drafts’ completed the legislative cycle. The part still proposed for broader comprehensive amendment — on public offerings, public-company governance and investor protection — must be tracked by businesses as an ongoing legislative programme, not cited as current rules.
On the upgrade, FTSE Russell has announced Vietnam’s reclassification from frontier to secondary emerging market in its review, with effect expected on the announced roadmap (September 2026) — a milestone tied to operating reforms such as the non-prefunding mechanism for foreign investors and failed-trade handling. The consequence for companies planning IPO and listing: the disclosure and governance standard the market expects after the upgrade is higher than today’s minimum compliance standard, and a company preparing to this expectation standard will access the foreign institutional investor group the upgrade brings. Retail-investor protection is the other face of the same process: tightening manipulation, private-offering transparency and disclosure sanctions are what both amendment waves aim at.
From Rule to Practice
When reading any analysis of the ‘draft amended Securities Law’, a business should separate three information layers before using it: content already enacted through Law 56/2024 and in application, content in the official law-building programme, and content only at research-proposal level. Mixing these three layers is how market newsletters create both false expectations and false fears for investors.
Turning Analysis into Action
The steps below turn the analysis above into concrete work:
- First, test your own situation against this ground: Law 56/2024/QH15 (effective 1 January 2025) amended several laws at once including the Securities Law 54/2019/QH14, with content tied directly to market upgrade and issuance discipline: tightening conditions for private securities and private bond offerings, consolidating the professional-investor regime, and strengthening adviser and issuer responsibility.
- Record the application point specific to this case instead of copying conclusions from another case: The part still proposed for broader comprehensive amendment — on public offerings, public-company governance and investor protection — must be tracked by businesses as an ongoing legislative programme, not cited as current rules.
- Prepare the evidence and file relating to the following point before dealing with authorities or partners: When reading any analysis of the ‘draft amended Securities Law’, a business should separate three information layers before using it: content already enacted through Law 56/2024 and in application, content in the official law-building programme, and content only at research-proposal level. Mixing these three layers is how market newsletters create both false expectations and false fears for investors.
- Answer the question clients ask most directly with this conclusion, and keep it on file: The part enacted through Law 56/2024/QH15 tightens private offerings and private bonds, consolidates professional investors and strengthens adviser responsibility. The broader comprehensive amendment on public offerings, governance and investor protection is still in preparation — citing it as current rules is a legislative-timing error businesses must avoid themselves.
Frequently Asked Questions
What does the draft amendment change?
The part enacted through Law 56/2024/QH15 tightens private offerings and private bonds, consolidates professional investors and strengthens adviser responsibility. The broader comprehensive amendment on public offerings, governance and investor protection is still in preparation — citing it as current rules is a legislative-timing error businesses must avoid themselves.
What are the conditions for the FTSE emerging-market upgrade?
The FTSE upgrade ties to market operating reforms such as non-prefunding for foreign institutional investors and failed-trade handling mechanisms, plus settlement infrastructure. FTSE Russell has announced the reclassification roadmap to secondary emerging market with expected effect in September 2026 — businesses should follow regulator notices to update this milestone.
What is the impact on IPOs and listings?
The impact is two-sided: access to foreign institutional capital widens after the upgrade, but that investor group’s expected disclosure and governance standard is higher than today’s minimum. A company preparing an IPO should build its file to that expectation standard from the start rather than fixing gaps after investor diligence finds them.
How are retail investors protected?
Through market discipline tightened in both amendment waves: private-offering conditions keep risky products from non-professional investors, manipulation and disclosure sanctions raise deterrence, and adviser roles carry clearer responsibility. Retail protection in this frame is protection by market structure, not by after-loss compensation promises.
This article has been quality-reviewed by the FLAW AI Legal Council