Amendments to the Securities Law 2019: What is the real goal of this latest amendment?

After more than 5 years of implementation, the Securities Law 2019 has contributed to creating a relatively complete legal framework for the Vietnamese stock market. However, the current economic, technological and capital market development requirements have changed significantly. It is worth noting that the amendment to the Securities Law being consulted by the Ministry of Finance in June 2026 is not a comprehensive reform like in 2019, but an amendment with very specific goals: removing legal bottlenecks to serve economic growth,  upgrading the stock market and creating space for new financial models[1].

Source: Government News

If you look at the entire dossier of the Law project, it can be seen that three objectives are shaping this amendment, including: (1) Reform of administrative procedures and business conditions; (2) Promoting innovation and digital transformation in the securities sector; (3) at the same time, expand capital mobilization tools to develop the capital market into a more important medium and long-term capital channel for the economy.

Not to fix it for tighter management, but to reduce barriers

One of the most notable points of the draft is the spirit of administrative procedure reform that appears throughout the amendment proposals.

According to the dossier of the Law Project, this amendment is carried out in the context that the Government is implementing a program to reduce and simplify administrative procedures and business investment conditions according to Resolution No. 66.16/2026/NQ-CP. The Ministry of Finance clearly identifies one of the key policies is to legislate the approved plans to reduce business conditions to create a long-term stable legal basis.

Specifically, the draft proposes to abolish a number of conditions for securities depository activities of commercial banks and foreign bank branches. Requirements such as having to prove profitable business activities in the most recent year, meeting the minimum capital adequacy ratio or having to submit documents proving technical facilities will be removed from the registration procedure.

Similarly, for payment banking activities in securities transactions, some business conditions are also proposed to be cut in the direction of switching from pre-audit to post-audit.

This approach reflects a change in state management thinking. Instead of requiring businesses to prove many conditions from the beginning to be licensed, the regulator will strengthen supervision during operations. This is a modern management trend that has been widely applied in many developed markets.

If passed, this could be one of the rare amendments to the Securities Law where the top goal is not to increase compliance obligations but to reduce compliance costs for businesses and financial institutions.

Developing capital markets to reduce dependence on bank credit

Another major goal that appears throughout the Law project dossier is to develop the capital market to become a more effective capital channel for the economy.

The documents formulating the Law all refer to the major policies of the Party and the State on diversifying capital sources for the private economic sector, reducing dependence on bank credit and promoting the development of the stock market in depth.

This is clearly reflected in proposals related to the corporate bond market.

The draft for the first time includes the concept of "bond payment guarantee" in the Securities Law. Accordingly, the guarantor will commit to perform the payment obligation on behalf of the issuer in case the enterprise fails to pay the principal and interest of the bond in full or on time.

The legalization of this mechanism is not merely the addition of a new legal concept. After the fluctuations of the corporate bond market in the period 2022-2024, investor confidence in many types of corporate bonds has been significantly affected. The payment guarantee mechanism is expected to contribute to improving the credit quality of bonds, expanding the investment customer base and restoring market confidence.

From a broader perspective, this is a step that shows that the regulator wants to develop risk mitigation tools to open up medium and long-term capital mobilization channels for businesses.

Preparing for the Next Generation of Investment Products

If the most strategic new point of the draft had to be chosen, it could be the addition of a controlled testing mechanism (sandbox) in the field of securities.

According to the Draft, the sandbox will be a testing environment for the application of new technologies, the deployment of new products, services or business models in the field of securities with a limited scope, audience and time. Participating organizations will be subject to regulatory oversight throughout the testing process.

This is the first time that the concept of sandbox has been directly included in the Securities Law.

The implications of this regulation go far beyond the scope of legislative techniques. Over the years, new business models in the digital finance sector have often evolved faster than the speed of legislation. When there is no clear legal corridor, it is difficult for businesses to deploy new products, while management agencies also face difficulties in controlling risks.

The Sandbox creates an intermediary mechanism between "outright banning" and "allowing freedom". New models can be tested on a limited scale before being widely deployed.

In the context that Vietnam is promoting innovation, fintech, artificial intelligence and digital transformation, the introduction of a sandbox mechanism into the Securities Law shows that lawmakers are preparing in advance for products and investment models that may not yet appear on the market.

Conference to disseminate the amended Securities Law and its implementing guidelines. Source: Government News

Creating a foundation for stock market upgrades

Another important but rarely mentioned goal is to serve the process of upgrading the Vietnamese stock market.

According to the assessment report of the Ministry of Finance, by April 2026, the stock market capitalization has reached more than 10.3 million billion VND, equivalent to about 80.8% of GDP; the average transaction value reached more than 33,500 billion VND per session.

In terms of scale, Vietnam's stock market is no longer small. However, in order to be upgraded to the group of emerging markets according to international standards, Vietnam not only needs scale but also institutional quality.

Many contents in the draft can be viewed through this lens. The continued improvement of the operation mechanism of ETFs, the expansion of underlying assets for exchange-traded funds, the improvement of the quality of market intermediaries, the development of technological infrastructure and the strengthening of human resources are all aimed at improving the development level of Vietnam's capital market.

In other words, the draft not only addresses the internal problems of the Securities Law but also serves the strategic goal of enhancing the position of the Vietnamese stock market in the international financial system.

Promoting digital transformation in market management

Another noteworthy point is that the draft was developed in the context of many major policies of the Party and the State requiring the promotion of digital transformation, the application of data and new technologies in state management.

Accordingly, the Draft amends Article 6 of the Securities Law in the direction of emphasizing the modernization of information technology infrastructure, and at the same time supplementing policies to encourage, remunerate, develop and attract human resources for the securities industry.

At first glance, this may seem like a manifesto amendment. However, in the context of electronic trading, big data, artificial intelligence and digital investment platforms are thriving, the quality of technological infrastructure and human resources will determine the competitiveness of the stock market in the future.

The inclusion of these contents in the law shows that lawmakers no longer consider technology as a supporting factor but have considered this as the foundation for the development of the market.

From management thinking to constructive thinking

Overall, the Draft Amendment to the Securities Law in 2026 is not a comprehensive reform of the market structure or sanctions for handling violations. This is an amendment with a relatively narrow scope but quite clearly reflects the change in thinking about law-making.

If the Securities Law 2019 is promulgated in the context of the need to strengthen discipline, transparency and control market risks, the draft amendment in 2026 is developed in the context of Vietnam setting high growth targets, promoting the private economy, innovation and digital transformation.

Therefore, the core goal of this amendment is not to add more regulatory barriers but to create conditions for the market to develop faster, more efficiently and more in line with new financial trends.

If the 2019 Securities Law lays the foundation for the development of the modern stock market, the 2026 revision is showing efforts to build a more flexible, open and constructive legal framework to prepare for the next stage of development of Vietnam's capital market.