Vietnam’s Draft Amended Law on Securities

Could Vietnam’s proposed securities law reforms change how pre-IPO investments are structured?

Vietnam’s listed equity market has entered a more active phase following its reclassification by FTSE Russell from Frontier to Secondary Emerging Market status, effective 21 September 2026.

Against this backdrop, the June 2026 draft amendments to the Law on Securities propose changing how the IPO distribution test is measured. Instead of focusing on the percentage of shares sold through the offering, the proposed test would focus on the percentage held by qualifying non-major shareholders after the IPO.

If adopted, qualifying pre-IPO holdings may count towards that threshold. This could affect the timing, structure and size of both pre-IPO investments and subsequent public offerings.

In our latest update, the Kinstellar Southeast Asia team explains:

• how the proposed distribution test may operate;
• how primary subscriptions, secondary acquisitions and multi-investor rounds may be structured; and
• why listing public float, foreign ownership limits and statutory transfer restrictions still require separate analysis.

Download the article here.