HÀ NỘI — Việt Nam is looking to attract more foreign-invested enterprises (FIEs) to its stock market as foreign direct investment (FDI) continues to expand, with legacy investment obligations emerging as a key hurdle despite a streamlined initial public offering (IPO) and listing framework.

According to the State Securities Commission of Vietnam (SSC), only 11 FDI enterprises have listed their shares or registered them for trading since the country's stock market was established. By the end of 2025, their combined charter capital amounted to approximately VNĐ12.6 trillion (US$486.4 million), accounting for just 0.15 per cent of the market total, while their total assets reached nearly VNĐ44.7 trillion, or about 0.48 per cent.

Although several additional FDI enterprises have registered as public companies since 2017, no additional enterprises have completed a listing or registered their shares for trading.

Hoàng Văn Thu, vice chairman of the SSC, said the legal framework governing IPOs and listings had been adjusted in recent years to facilitate access to the stock market. Decree 245/2025/ND-CP integrated certain stages of the IPO application and listing registration processes, helping shorten the time required for shares to begin trading.

For FDI enterprises, regulators do not intend to impose additional conditions or establish a separate mechanism, he said. Instead, these companies are subject to broadly the same requirements as domestic enterprises.

However, Thu said obstacles often stemmed from documentation and obligations arising during earlier stages of investment, including investment certificates, project structures, contracts and commitments made when projects were approved. Some cases involve investment incentives, obligations to local authorities or restrictions on capital transfers, which must be reviewed before an enterprise proceeds with an IPO.

Trần Kim Dung, deputy head of the SSC's Securities Offering Regulation Department, said enterprises needed to review obligations arising from investment registration certificates, investment licences and agreements with the Government or local authorities. Any outstanding commitments must be fulfilled or formally adjusted before an application is submitted.

The SSC may coordinate with units under the Ministry of Finance and relevant authorities to review enterprises' investment status, business conditions and legal issues. If an enterprise has not fulfilled its obligations, processing of its application may have to be suspended, Dung said.

Because each enterprise has a different investment history, there is no standardised document checklist applicable to all foreign-invested enterprises.

From a legal perspective, Tina LeDinh, managing partner of A&O Shearman in Việt Nam, said long-established FDI enterprises might need to revisit commitments relating to technology transfer, training and employment. They must determine which commitments have been fulfilled, amended or formally confirmed by competent authorities as no longer applicable.

Tax incentives, land rental concessions and other investment incentives also require clarification of eligibility, duration and continued applicability after a company becomes public. 

LeDinh said these matters continued to require case-by-case assessment because enterprises had different investment conditions and histories.

Reducing delays to compete for listings

EY Vietnam said the transition from a non-public FDI enterprise to a public company entailed stricter transparency requirements for related-party transactions, profit distribution, transfer pricing, asset use and intra-group contracts.

For companies targeting international investors, moving from Vietnamese accounting standards to International Financial Reporting Standards (IFRS) could also require one to three years of preparation involving data, systems and personnel.

EY said facilitating FDI listings should not mean lowering standards. Instead, authorities should shorten procedural stages by clarifying responsibilities, approval authority and processing timelines in advance while continuing to strengthen corporate governance, financial reporting and internal controls.

Competition for listings is also intensifying across the region. A 2026 Asia-Pacific capital markets survey by the Asia Securities Industry and Financial Markets Association (ASIFMA) and KPMG found that 66 per cent of surveyed financial institutions planned to expand their regional operations over the following three years. 

The organisations said markets with clear reform roadmaps, transparent procedures and regular dialogue with regulators were more attractive when institutions made decisions about where to allocate operations and capital.

Several markets have introduced specific measures to attract companies. Thailand has launched its "BOI to IPO" programme to connect investment-incentive beneficiaries with IPO pathways and shorten application review times. 

Hong Kong (China) has adjusted certain listing requirements, expanded confidential filing arrangements and extended application validity. Singapore continues to subsidise part of the costs of preparing for IPOs and to strengthen links with international markets. — BIZHUB/VNS