- HM&P: Vietnam International Law Firm
- HM&P: Vietnam International Law Firm
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- https://hmplaw.vn/
Banking & Finance
Collateral plays an important role in capital mobilization transactions at banks of enterprises. On the other hand, the right to seize collateral is an important support for the handling of bad debts of the banking system. The Law amending and supplementing a number of articles of the Law on Credit Institutions, which was approved by the 15th National Assembly, 9th session on June 27, 2025 and takes effect from October 15, 2025 (the amended Law on Credit Institutions) has added new regulations on the right to seize collateral of banks. On November 25, 2025, the Government also issued Decree No. 304/2025/ND-CP effective from December 1, 2025 regulating the conditions for collateral of bad debts to be seized (Decree 304).
Vietnamese businesses are facing an unprecedented large-scale technical "screening" when the State Bank of Vietnam (SBV) officially issued Circular 77/2025/TT-NHNN. No longer general recommendations, this new legal document sets tough "technical barriers", forcing hundreds of thousands of businesses to change the way they manage cash flows and operate accounting systems as early as Q1 2026.
Stocks are securities that confirm the legitimate rights and interests of the owner to a part of the issuer's share capital. The issuance and private placement of shares is a strategic activity for businesses to achieve the important dual goal of increasing charter capital and finding investors for the company. However, if this activity does not comply with legal regulations, regardless of whether due to weak management capacity or intentional wrongdoing of the business/manager, it will cause damage to investors.
In the context that Vietnam's insurance market has entered a period of strong volatility after more than two years of implementation of the Law on Insurance Business 2022, with many high-profile cases related to bancassurance, contract disputes, governance capacity and information transparency requirements, The revision of the legal framework is becoming an urgent need. In particular, as the economy enters a new growth cycle and Vietnam continues to expand its service market in line with international commitments, the insurance industry is forced to upgrade its operating mechanisms to meet expectations for efficiency, safety and compliance.
Information disclosure activities are the core foundation to ensure transparency and fairness of the securities market. For public companies, compliance with disclosure obligations is not only a mandatory legal requirement but also a measure of the quality of corporate governance. However, violations of time and information quality are still considered a common type of violation in the Vietnamese stock market.
Vinhome Joint Stock Company acquired 370 million treasury shares with an expected value of nearly VND 13,000 billion and yes 1 Group Joint Stock Company acquired 827,650 ESOP (Employee Stock Ownership Plan) shares of employees with a value of more than VND 8 billion, applying the same legal framework on the repurchase of treasury shares, showing major inadequacies in the repurchase regulations ESOP stocks in practice. Public company treasury share buybacks, which are designed for large-scale strategic transactions, have become cumbersome and inflexible when applied to small, sporadic share buybacks from employees.
In the context of the rapid development of the technology industry, especially in emerging markets such as Vietnam, convertible notes have become a popular fundraising tool for startups and technology companies. Convertible bonds allow businesses to access capital without immediately diluting ownership, while also providing investors with the opportunity to convert the loan into shares in the future. One of the most important elements of a convertible bond purchase agreement is the conversion condition, which stipulates when and how the debt can be converted into shares. This article will analyze in detail the aspects that businesses need to keep in mind when developing and negotiating transition conditions, from the practices from the contracts of BatteryXchange, Inc. and DoorDash , to help businesses optimize benefits and minimize risks.
Foreign loan repayment activities of enterprises play an important role in mobilizing capital for development. On September 30, 2022, the State Bank of Vietnam (SBV) issued Circular No. 12/2022/TT-NHNN (Circular 12), guiding foreign exchange management for foreign loans and repayment of foreign debts of enterprises not guaranteed by the Government. This Circular focuses on reforming administrative procedures, supplementing regulations on asset security, handling cases of separation of enterprises and improving the reporting regime. After more than two years of implementation, Circular 12 has contributed to perfecting the legal basis and creating favorable conditions for businesses to access foreign capital.
Singapore, Hong Kong, New York and London are the top four international financial centres, each of which has developed trade and financial dispute resolution mechanisms to meet the needs of the global financial community. These mechanisms include specialized courts, international commercial arbitration, and alternative dispute resolution (ADR) methods. Each center has its own characteristics, reflecting its history, legal system, and role in the global financial markets. Vietnam is in the process of building its own international financial center (Vietnam IFC) and the experience of dispute resolution of these financial centers will be a valuable lesson for Vietnam to build an effective settlement mechanism for Vietnam IFC in the coming time.
The information disclosure of public companies in Vietnam shall comply with the provisions of Circular No. 96/2020/TT-BTC guiding the disclosure of information on the stock market dated November 16, 2020 of the Ministry of Finance . A legally effective judgment or decision of the Court is also a type of information that enterprises are required to disclose according to regulations. However, the reality shows that listed enterprises have different ways of understanding and applying this regulation, leading to inconsistency in the way of information disclosure.
Vietnam's efforts to deeply integrate into the global economy, the establishment of the International Financial Center (IFC) in two strategic locations – Ho Chi Minh City and Da Nang – is considered a breakthrough step. Based on Resolution No. 222/2025/QH15 of the National Assembly, the Government has recently submitted a draft Decree of the Government on the establishment of Vietnam IFC to collect public opinions . Vietnam's IFC regulations promise to create a superior financial "ecosystem", with a specific mechanism to attract investment, promote innovation and connect with the world's financial centers.
On June 27, 2025, the National Assembly of the Socialist Republic of Vietnam passed Resolution No. 222/2025/QH15 on the establishment of the International Financial Center (Vietnam IFC) in Ho Chi Minh City and Da Nang (Resolution 222). Resolution 222 takes effect from September 1, 2025. This is a strategic move to create a conducive environment for international financial activities, attract foreign investment, and promote innovation. Vietnam IFC is expected to become a competitive financial center in the region, making an important contribution to Vietnam's economic development and international integration in the new period.
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