SOME KEY UPDATES IN THE AMENDED LAW NO. 56/2024/QH15 OF THE NATIONAL ASSEMBLY ON SECURITIES 

At the 8th session on November 29, 2024, of the 15th National Assembly of the Socialist Republic of Vietnam, the National Assembly approved Law No. 56/2024/QH15, amending and supplementing nine laws. This law will take effect on January 1, 2025 (except for the provisions regarding professional securities investors participating in the purchase, trading, and transfer of privately placed corporate bonds amended at point b, clause 3, and clause 9, Article 1 of this law, as well as the provision on equity capital at point a, clause 11, Article 1, which will take effect on January 1, 2026). Law No. 56/2024/QH15 amends and supplements various provisions in the Securities Law No. 54/2019/QH14, including the following key updates: 

1. Codification of the Definition of Securities Market Manipulation 

Clause 1, Article 1, Law No. 56/2024/QH15 defines securities market manipulation as engaging in any of the following acts: 

• Using one or multiple trading accounts of oneself or others, or colluding to continuously buy and sell securities to create artificial supply and demand. 

• Placing buy and sell orders for the same securities on the same trading day or colluding with others to trade securities without actual transfer of ownership or only transferring ownership within group members to manipulate securities prices and create artificial supply and demand. 

• Continuously buying or selling securities with a dominant volume during the market’s opening or closing time to manipulate securities prices. 

• Trading securities by colluding and inducing others to continuously place buy and sell orders, significantly impacting supply, demand, and securities prices, thereby manipulating securities prices. 

• Issuing opinions, directly or indirectly, through mass media about securities or securities-issuing organizations to influence securities prices after having traded and held positions in those securities. 

• Using other trading methods or acts, or spreading false rumors, providing misleading information to the public to create artificial supply and demand and manipulate securities prices. 

(Previously, this was not stipulated in Law No. 54/2019/QH14 but only guided in clause 2, article 3, Decree No. 156/2020/NĐ-CP.) 

2. Public companies repurchasing employee shares without capital reduction procedure 

Clause 13, Article 1, Law No. 56/2024/QH15 stipulates that if a company repurchases employee shares under its employee stock issuance regulations, it is not required to perform the capital reduction procedure for the repurchased shares. 

(Previously, Clause 6, Article 36, Law No. 54/2019/QH14 required companies to perform a capital reduction procedure corresponding to the total par value of repurchased shares within 10 days from the date of reporting to the Annual General Meeting of Shareholders.) 

3. Additional guidance on professional securities investors 

Clause 3, Article 1, Law No. 56/2024/QH15 adds that foreign investors include individuals holding foreign nationality and organizations established under foreign laws conducting business and investment activities in Vietnam. 

• Professional securities investors (organizations) may participate in the purchase, trading, and transfer of privately placed corporate bonds. 

• Professional securities investors (individuals) may participate in the purchase, trading, and transfer of privately placed corporate bonds if they meet one of the following conditions: 

• The corporate bonds are credit-rated and secured by collateral. 

• The corporate bonds are credit-rated and guaranteed for payment by a credit institution. 

(Previously, these provisions were not included in Law No. 54/2019/QH14.)