Investment Law · 01.01.2025

Vietnam Stock Brokers: Legal Framework, Licensing and Investor Protection

Lawyer UnilawReading time: 9 min

Vietnam’s securities market is open to domestic and foreign investors, but brokerage is a licensed activity. A company may not simply market itself as a stock broker in Vietnam without the appropriate securities licence. For a foreign investor, choosing a broker also means understanding licensing, foreign ownership rules, account structure, asset segregation and the investor-protection duties Vietnamese securities law imposes.

This note sets out that framework as at the date of writing. It is not a ranking of brokers, not a recommendation of any firm, and not investment advice.

The statute this is built on

The governing law is the Law on Securities No. 54/2019/QH14, in force from 1 January 2021 and amended since — notably by Law No. 56/2024/QH15 from 1 January 2025. The consolidated text now to work from is 102/VBHN-VPQH of 22 April 2026, which folds in both that amendment and the Law on Recovery and Bankruptcy No. 142/2025/QH15, in force from 1 March 2026. That last point matters for anything said about a broker’s insolvency: the bankruptcy framework is no longer the 2014 law.

Below the statute sit Decree 155/2020/ND-CP and its amending Decree 245/2025/ND-CP, in force from the date of signature, 11 September 2025. Trading and disclosure detail sits in the Ministry of Finance circulars, most recently Circular 08/2026/TT-BTC.

What is a stock broker in Vietnam?

In Vietnamese law a “broker” is not a job title but a licensed business. Securities brokerage is a conditional business activity carried on by a securities company holding a licence for it. A financial consultant, a wealth adviser or an introducer is not a securities broker unless it holds the licence, and the distinction is not cosmetic: the investor-protection duties described further down attach to the licence, not to the label.

Who may legally provide securities brokerage services?

The State Securities Commission (SSC) grants, re-grants, adjusts and revokes the licence to establish and operate a securities business. Two practical consequences follow. First, a firm offering to trade Vietnamese shares for you should be identifiable as an SSC-licensed securities company, and that is checkable before you sign. Second, the licence is not a one-off hurdle: a securities company must keep meeting the licensing conditions while it operates, and failure to do so brings remedial measures and possible restrictions on its activities.

What activities can a securities company be licensed for?

There are four licensed businesses:

securities brokerage;
proprietary trading (dealing on its own account);
underwriting of securities offerings;
securities investment advisory.

They are not independent of one another. Proprietary trading requires the brokerage licence first, and underwriting requires proprietary trading. So the licence set tells you something real about a firm’s scale, and it also tells you where conflicts of interest can arise — a firm that both brokes for clients and trades for itself is exactly the situation the client-priority rule below is aimed at.

Licensing requirements

The conditions group into seven areas:

charter capital, in Vietnamese dong, sufficient for each business applied for;
the shareholders or capital-contributing members themselves;
the ownership structure;
premises and physical facilities;
the information-technology systems;
personnel holding the appropriate securities practice certificates;
charter and governance arrangements consistent with the law.

Where a foreign organisation is among the shareholders, the separate foreign-ownership conditions apply on top.

Minimum capital

Article 175 of Decree 155/2020/ND-CP sets the floor for each business:

Licensed business	Minimum capital
Brokerage	VND 25 billion
Proprietary trading	VND 50 billion
Underwriting	VND 165 billion
Investment advisory	VND 10 billion

A firm applying for more than one business needs the sum of the corresponding amounts. Decree 245/2025 did not amend Article 175, so these figures stand as written in Decree 155 — but any live application should still be checked against the decree as currently amended before it is filed.

Can a foreign securities company operate in Vietnam?

Yes, but through a branch rather than at will. A foreign securities company may establish a branch in Vietnam where it meets the conditions on the parent firm, the capital allocated to the branch, personnel, facilities, and supervision arrangements. One foreign securities company may establish only one branch in Vietnam.

What the law does not do is open the door to unlicensed cross-border solicitation. A foreign firm approaching Vietnamese-resident clients, or holding itself out as able to deal in Vietnamese securities without a Vietnamese licence or branch, is a risk to the client rather than a shortcut.

Foreign ownership of a Vietnamese securities company

This is where a single number would be wrong. The position separates into cases:

a foreign organisation that satisfies the specific conditions in the securities law may, together with related persons, own up to 100% of a Vietnamese securities company;
a foreign organisation that does not satisfy those conditions is limited to 49%;
a foreign individual investor, with related persons, is limited to 49%.

The conditions for the 100% case are substantive, not formal: continuous operation in banking, securities or insurance for a minimum period, a supervisory cooperation arrangement between the home regulator and the SSC, and requirements as to financial results and audit. So the practical question for an acquirer is not “what is the cap” but “does my entity qualify, and can it evidence that”.

How foreign investors access the market

A foreign investor buying listed Vietnamese shares opens a trading account with a securities company that is a trading member, and is subject to the foreign ownership limits and investment conditions of the securities rules. The available room is not one figure for the whole market. It is decided, in this order, by:

any applicable international treaty;
sector-specific legislation for the company’s business lines;
the market-access restrictions applying to foreign investors in those lines;
where a line is conditional but no percentage is specified, the general ceiling;
a lower figure the company itself has adopted by shareholder resolution and written into its charter.

Where a company is over the permitted room, Decree 245/2025 (amending Article 139 of Decree 155) sets what happens next: the company must not allow the foreign holding to increase, and foreign shareholders — and economic organisations more than 50% foreign-held — may sell only to domestic investors until the company is compliant again. Carve-outs exist for things done to the shareholder rather than by it: stock dividends, bonus shares, rights issues taken up pro rata, shares received on consolidation or merger, shares received by inheritance or under a judgment or arbitral award, and moving a holding to a new depository account.

Two mechanics follow from the same decree: the public company is responsible for determining and notifying its own maximum foreign ownership, the SSC responds on a notification within 7 working days, and the depository updates the system within 2 working days. Public companies that had not yet notified their room were given 12 months from the decree’s entry into force to do so.

Circular 08/2026/TT-BTC also changed how a non-resident foreign investor’s orders may reach the market: an order may be placed through a foreign securities business acting for the investor, identified by the investor’s depository account number, or by the investor itself using its own trading account. Anyone working from a broker guide written before 2025 is working from the wrong rules.

Client money and securities must be segregated

This is the provision most worth knowing and least often mentioned in market commentary. A client’s trading money, deposited securities and related rights are the client’s assets, not the securities company’s. The company must keep each client’s assets separate from every other client’s, and all client assets separate from its own.

If the securities company is dissolved or becomes insolvent, client assets are to be returned after deducting what the client still owes the company. The insolvency process itself now runs under the Law on Recovery and Bankruptcy No. 142/2025/QH15, in force from 1 March 2026 — which is why the consolidated securities text of April 2026 is the version to read on this point, and why older guidance citing the 2014 Bankruptcy Law should not be relied on.

What a broker owes its clients

The statutory duties are specific enough to be used as a checklist:

internal control and risk management systems;
preventing and managing conflicts of interest;
staff performing each function holding the matching practice certificate;
segregation of client assets, client from client and client from firm;
a written agreement with the client;
full and truthful information to the client;
executing client orders in priority to the firm’s own proprietary orders;
establishing the client’s financial position, investment objectives and risk tolerance;
keeping transaction records;
disclosure and reporting;
maintaining information systems and backup data.

The client-priority duty and the suitability duty are the two an investor can actually test in a dispute, because both leave a documentary trail.

Margin and the other services a broker may add

Depending on its licences and on meeting the separate conditions for each, a securities company may provide trading-account management, distribution or agency activities, online trading, depository-related services, clearing and settlement-related services, advances against sale proceeds, margin lending, and derivatives-market services.

None of these is automatic. Margin in particular requires the brokerage licence plus conditions on capital and financial safety ratios, the trading and account-management systems, and documented risk-management procedures — and a firm may offer it only once those are met. The ratios and figures in Article 198 of Decree 155 should be read against the decree as currently amended before being relied on in a specific case.

What to check before choosing a broker

Which SSC licences does the firm actually hold, and does the service being offered fall inside them?
Is it a licensed Vietnamese securities company, or a branch of a foreign securities company — and if neither, on what basis is it dealing?
How are your money and securities held, and does the written agreement reflect segregation?
What does the agreement say about order priority and about conflicts where the firm also trades for itself?
Is margin part of the arrangement, and is the firm authorised for it?
For the specific shares you want: what is that company’s notified maximum foreign ownership, and how much room is left?
How will your orders be routed if you are a non-resident?

When legal advice is worth taking

In our experience the points where advice pays for itself are narrow and identifiable: acquiring a stake in a Vietnamese securities company, where the 100% conditions have to be evidenced rather than asserted; establishing a branch; buying into a public company that is at or over its foreign ownership room; a dispute over order execution, suitability or margin close-out; and any arrangement where a firm without a Vietnamese licence is proposing to deal on your behalf.

This note is general, reflects the position at the date of writing, and is not advice on a particular matter. Vietnam’s securities framework changed repeatedly across 2025 and 2026, so the current text of each instrument should be checked rather than relying on an older broker guide.