Vietnam: New Securities Trading Rules for Foreign Investors

In brief

On 3 February 2026, the Ministry of Finance (MOF) issued Circular No. 08/2026/TT BTC (“Circular 08”), amending  Circular No. 96/2020/TT-BTC (as amended) on guidelines for information disclosure on the securities market, Circular No. 120/2020/TT-BTC (as amended) on regulations for trading of listed shares, registered-for-trading shares, fund certificates, corporate bonds and covered warrants listed on the securities trading system, and Circular No. 121/2020/TT-BTC (as amended) on regulations governing the operations of securities companies. Aimed at supporting Vietnam’s Financial Times Stock Exchange (FTSE) Russell emerging market upgrade target by September 2026, Circular 08 introduces key reforms relating to trading rules on the Stock Exchange that relate to the foreign investors, dual account structures for foreign fund management companies and foreign securities firms, mechanism to handle failed non-prefunding (NPF) transactions.

Circular 08 took immediate effect on 3 February 2026.

Key takeaways

1. Foreign investors may place orders through global brokers.

• Foreign investors may place orders through a global broker using their depository account number, alongside the option of trading through the local broker.

2. Dual account structures for foreign fund management companies and foreign securities firms.

• Foreign fund management companies and foreign securities firms may open two securities trading accounts at each securities company — one for proprietary activities and one for managing trades on behalf of their clients.

3. New mechanism to handle failed NPF transactions.

• When a foreign institutional investor fails to pay for NPF share purchase transaction, the local brokers that placed the orders are allowed to request the Vietnam Securities Depository and Clearing Corporation (VSDC) to transfer the unpaid shares — together with any rights arising from them — from the investor’s account to its proprietary trading account of another securities company under an agreement between the two local brokers.
• Failed NPF transactions no longer trigger public disclosure; instead, foreign institutional investors will not be able to carry out the NPF transactions within certain period of time — seven consecutive trading days for a first violation and 180 consecutive days after three violations within 30 trading days — during which full cash funding is required at order placement.

In more detail

Foreign investors may place orders through global brokers

• Circular 08 adds a new trading method allowing foreign investors to place orders through global brokers, in addition to the current method of direct trading through a local broker.
• Technically speaking, this reform would enable the global brokers to route orders directly into the trading systems of the local brokers without requiring foreign investors to open trading accounts at local brokers. However, the regulations are relatively new thus it is unknown if the authorities would impose specific requirements on global brokers and on the associated technical connections.
• When the foreign investors place orders through global brokers, the foreign investors need to use the foreign investor’s depository account number.
• The global brokers, in connection with the placing order activity on behalf of the foreign investors, must enter into contracts with the local brokers. The contract between the global brokers and the local brokers must contain detailed commitments, including order‑receiving and placing procedures, service fees and transaction‑related costs, identity verification requirements, information‑sharing obligations, confirmation of payment duties for NPF trades, and the rights and responsibilities of all parties involved.
• The local brokers are responsible for providing complete and accurate information to the global brokers, similar to obligations toward direct clients.
• Similar to other clients of the local brokers, the global brokers may place orders through all permitted order receiving channels (in person tickets, phone, fax, internet, Society for Worldwide Interbank Financial Telecommunication (SWIFT), and other electronic systems).
• When receiving orders submitted through the global brokers, the local brokers must verify that the order originates from the contracted global brokers, fully record all order‑receipt information (date, hour, minute), and retain evidence of order placement and order confirmation. The global brokers must likewise maintain complete records and evidence of the foreign investor’s order placement for later verification when necessary.
• The local brokers may only execute orders when all required information is complete, including the foreign investor’s depository account number and details of the global brokers, and must record the exact time the order is received.
• After execution, the local brokers must promptly notify the global brokers of the transaction result, following the method agreed in their service contract.

Dual account structures for foreign fund management companies and foreign securities firms

• Circular 08 clarifies and supplements that foreign fund management companies and foreign securities firms may open two securities trading accounts at each local broker: one dedicated to the entity’s own proprietary trading activities, and one designated for managing trades on behalf of the company’s clients. These new regulations align with Decree 245/2025/ND‑CP of the Government, which permits foreign fund management companies and foreign securities firms to be granted two securities trading codes.

New mechanism for handling failed NPF transactions

• Circular 08 introduces a new mechanism to address situations where a foreign institutional investor fails to pay for NPF share purchase transactions. In these cases, the local brokers that placed the orders are allowed to request the VSDC to transfer the unpaid shares — together with any rights arising from them – from the investor’s account to its proprietary trading account of another securities company under an agreement between the two local brokers.
• Circular 08 removes public disclosure for failed NPF transactions, which previously required local broker to publish the foreign institutional investor’s information on the websites of State Securities Commission of Vietnam (SSC), the Stock Exchange, the VSDC, and such local broker. Instead of making such information public, the local broker must now immediately report the payment failure to the SSC, the Vietnam Stock Exchange, and VSDC on the same day the violation occurs.
• Circular 08 also introduces a two‑tier sanction regime to manage payment failures under the NPF mechanism, as follows:
  • If a foreign institutional investor fails to fulfil its payment obligation, it will be suspended from placing NPF buy orders for seven consecutive trading days following the first violation.
  • If the investor commits three payment failures within a rolling 30‑trading‑day period, the NPF suspension increases to 180 consecutive days.

During these periods, the investor must have full cash available in its depository account when placing any buy order and cannot carry out the use of the NPF mechanism anymore.