HÀ NỘI — The Government has issued a new decree imposing significantly tougher penalties on violations related to private placements of shares and corporate bonds, in an effort to tighten oversight and improve transparency in Việt Nam’s capital market following recent irregularities.

Decree No. 306/2025/NĐ-CP, released on November 25, revises and supplements several provisions of Decree 156/2020/NĐ-CP on administrative sanctions in the securities sector, as amended by Decree 128/2021/NĐ-CP. It also updates rules related to derivative securities under Decree 158/2020/NĐ-CP.

The new decree will take effect on January 9, 2026.

Top penalty up to VNĐ1.5 billion

Under the revised framework, public companies, securities firms and fund management companies that violate regulations on private offerings of shares, convertible bonds or bonds with warrants may face fines ranging from VNĐ50 million (US$1,923) to VNĐ1.5 billion ($58 million). The highest penalties apply to acts such as falsifying documents to prove eligibility for issuance, or certifying forged documents in offering dossiers.

The decree specifies a wide range of violations subject to sanctions. These include conducting private offerings without meeting legal requirements or without registering with the State Securities Commission (SSC); issuing securities outside the approved timeline; failing to amend offering documents when information changes; and making guarantees to investors about future share or bond prices, profits or risk-free returns.

Companies that misuse proceeds from private offerings may also be fined. This includes using funds for purposes not approved by shareholders or not stated in offering documents, or changing capital-use plans without obtaining proper approval from the General Meeting of Shareholders or the Board of Directors. Issuers that fail to report such changes at the next shareholders’ meeting may face penalties of up to VNĐ300 million.

The decree further strengthens rules on investor eligibility.

Issuers and service providers may be penalised for failing to verify or retain documentation proving that buyers qualify as professional investors, or for allowing transfers of privately placed securities during restricted periods. Failure to deposit offering proceeds into an escrow account until completion of the offering and SSC confirmation may also result in fines.

For the first time, separate penalties are introduced for non-public companies issuing private corporate bonds. Violations such as early buybacks, improper swaps, illegal transfers or misuse of proceeds carry fines of up to VNĐ400 million, while falsifying documents to prove eligibility for issuance may be punished with penalties of up to VNĐ1.5 billion.

The decree also addresses delays in registering private bond issuances and bond trading.

Companies that register late with the Vietnam Securities Depository and Clearing Corporation may face fines of up to VNĐ50 million, while delays in registering bond trading on the stock exchange may result in fines of up to VNĐ100 million. Providing incomplete, late or inaccurate information on private bond offerings may be punished with fines of up to VNĐ200 million.

Service providers – including advisers, underwriters, agents and securities companies – are also subject to higher penalties. Violations such as failing to verify investor eligibility, failing to ensure sufficient funds or bonds before executing transactions, or advising issuers to provide misleading information may carry fines of up to VNĐ300 million.

According to the Government, the new decree aims to tighten control over private placements, address recent risks in the corporate bond market and strengthen investor protection, following several high-profile cases involving misleading disclosures and misuse of bond proceeds in recent years.

The decree clarifies that violations already sanctioned before January 9, 2026 will continue to be handled under the regulations in effect at the time the violations occurred. — BIZHUB/VNS