The Vietnamese government issued Decree No. 306/2025/NĐ-CP on November 25, 2025, amending and supplementing several articles of Decree No. 156/2020/NĐ-CP (Decree 156), which regulates administrative penalties for securities and securities market violations. These amendments also apply to Decree No. 158/2020/NĐ-CP concerning derivatives and derivatives securities markets.
Decree 306/2025/NĐ-CP amends Article 8 and adds new Articles 8a, 8b, and 8c following Article 8 of Decree 156.
Penalties for Violations in Private Share Offerings and Issuances Reach Up to 1.5 Billion VND
Decree 306/2025/NĐ-CP amends Article 8 of Decree 156 as follows:
Violations related to private offerings and issuances of shares, convertible bonds, and bonds with warrants by public companies, securities companies, and investment fund management companies:
A fine of 50 to 70 million VND is imposed for early bond repurchases or swaps without approval or not in accordance with the approved plan.
A fine of 70 to 100 million VND is imposed for the following violations:
Conducting private offerings or issuances of shares, convertible bonds, or bonds with warrants outside the specified timeframe; failing to disclose capital usage reports audited by approved organizations at annual shareholder meetings or not detailing capital usage in audited financial statements, except for convertible bonds or bonds with warrants; providing investors with future share price predictions, income guarantees, or loss protection assurances.
A fine of 100 to 150 million VND is imposed on issuing organizations for the following violations:
Failing to amend or supplement offering or issuance registration documents upon discovering inaccuracies or omissions, or when new information arises; altering capital usage plans without approval from shareholders, the board, or management; changing capital usage plans without shareholder authorization or by more than 50% of the raised capital; not reporting capital usage changes at the nearest shareholder meeting.
Publishing advertisements or promotional content for private offerings or issuances of shares, convertible bonds, or bonds with warrants; advertising such offerings or issuances in the media.
Violating regulations on determining professional investor qualifications for private offerings or issuances; failing to retain documentation verifying professional investor status as required by law.
Certifying transfers of shares, convertible bonds, or bonds with warrants during restricted periods or in violation of transfer laws; transferring such securities in breach of the Securities Law or regulations on private bond offerings and transactions.
Failing to deposit proceeds from private offerings into designated bank accounts until the offering is completed and reported to the State Securities Commission (SSC); using proceeds before receiving written confirmation from the SSC.
Distributing shares, convertible bonds, or bonds with warrants in violation of legal requirements.
A fine of 150 to 300 million VND is imposed for the following violations:
Conducting private offerings or issuances of shares, convertible bonds, or bonds with warrants not in accordance with approved plans or disclosed information; using proceeds contrary to approved plans, disclosed information, or regulatory requirements.
A fine of 300 to 400 million VND is imposed for the following violations:
Conducting private offerings or issuances without meeting legal requirements; failing to register offerings with the SSC or receive confirmation of complete registration; altering bond terms in violation of the law.
A fine of 500 to 600 million VND is imposed for submitting registration documents with false or misleading information.
A fine of 1 to 1.5 billion VND is imposed for forging documents to falsely prove eligibility for private offerings or issuances.
New Penalties for Private Bond Offerings by Non-Public Companies
Decree 306/2025/NĐ-CP also introduces Article 8a, addressing violations in private bond offerings by non-public companies, securities companies, and investment fund management companies.
A fine of 50 to 70 million VND is imposed for early bond repurchases or swaps without approval or not in accordance with approved plans.
A fine of 70 to 100 million VND is imposed for conducting private bond offerings outside the specified timeframe.
A fine of 100 to 150 million VND is imposed for the following violations:
Certifying bond transfers in violation of legal restrictions; transferring bonds in breach of private bond offering and transaction regulations; distributing bonds in violation of legal requirements.
A fine of 200 to 300 million VND is imposed for using bond proceeds contrary to approved plans, disclosed information, or legal requirements.
A fine of 300 to 400 million VND is imposed for conducting private bond offerings without meeting legal requirements or submitting inaccurate registration documents.
A fine of 1 to 1.5 billion VND is imposed for forging documents to falsely prove eligibility for private bond offerings.
Penalties for Violations in Private Corporate Bond Registrations Reach Up to 200 Million VND
Decree 306/2025/NĐ-CP introduces Article 8b, addressing violations in private corporate bond registrations, trading registrations, and information disclosure by bond issuers.
Violations of registration deadlines with the Vietnam Securities Depository are penalized as follows:
A fine of 10 to 20 million VND for delays of less than 3 months; 20 to 30 million VND for delays of 3 to 12 months; 30 to 50 million VND for delays of 12 months or more.
Violations of trading registration deadlines with stock exchanges are penalized as follows:
A fine of 10 to 30 million VND for delays of less than 1 month; 30 to 70 million VND for delays of 1 to 12 months; 70 to 100 million VND for delays of 12 months or more.
A fine of 30 to 50 million VND is imposed for incomplete information disclosures.
Violations of information disclosure deadlines are penalized as follows:
A fine of 50 to 70 million VND for delays of less than 10 business days; 70 to 100 million VND for delays of 10 business days or more; 100 to 200 million VND for misleading disclosures.
Penalties for Violations in Private Corporate Bond Services Reach Up to 300 Million VND
Decree 306/2025/NĐ-CP introduces Article 8c, addressing violations in services related to private corporate bond offerings.
A fine of 70 to 100 million VND is imposed for violations in representing bondholders.
A fine of 100 to 150 million VND is imposed for violations in providing tender, underwriting, and distribution services for private corporate bonds.
A fine of 150 to 200 million VND is imposed on securities companies for failing to ensure investor eligibility, sufficient funds, or legal compliance before executing bond transactions.
A fine of 200 to 300 million VND is imposed on advisory firms for failing to verify offering eligibility or providing misleading information in bond offering documents.
Decree 306/2025/NĐ-CP takes effect on January 9, 2026. Violations occurring before this date will be addressed under the previous regulations.
Penalties for Private Stock Offering and Sale Violations Can Reach Up to 1.5 Billion VND
The Vietnamese government has issued Decree No. 306/2025/NĐ-CP, effective November 25, 2025, amending and supplementing several provisions of Decree No. 156/2020/NĐ-CP on administrative penalties in the securities and stock market sector. Notably, the decree introduces a significant fine ranging from VND 1 billion to VND 1.5 billion for offenses such as forging documents or providing false certifications to meet the conditions for offering or issuing shares.
Penalties Imposed on Two Companies for Breaching Disclosure Regulations
The State Securities Commission of Vietnam (SSC) has recently issued administrative penalties against Mimeco and Song Da 9.06 for failing to disclose information as required by law.
Unusual Price Surges in Ho Chi Minh City Real Estate Projects Under Scrutiny
Ho Chi Minh City is intensifying legal scrutiny, evaluating the conditions for product commercialization, and assessing the transparency of information for real estate projects exhibiting abnormal price surges in recent times. This proactive approach aims to prevent profiteering and market manipulation, ensuring a stable and fair environment for all stakeholders.
Why Was Capital Securities Fined by Regulators?
Capital Securities has been fined VND 175 million for administrative violations in the securities and stock market sector.
A Securities Firm Faces Repeated Administrative Penalties by the State Securities Commission
This marks the second time in the past six months that Capital Securities has been subjected to administrative penalties by the State Securities Commission of Vietnam (SSC) in the securities and stock market sector.
