Dear Clients and Partners,

The Vietnamese financial landscape is undergoing a transformative shift. As we navigate the second quarter of 2026, the regulatory environment for corporate bonds has reached a critical milestone. The long-anticipated updates to the Professional Securities Investor (PSI) framework are now in full effect, fundamentally altering how capital is raised and protected in the private bond market.

For domestic individuals and foreign organizations alike, these changes represent a move toward a more mature, transparent, and stable market. However, with increased transparency comes a new set of compliance hurdles and strategic shifts. At BLaw Vietnam, we believe that understanding these nuances is the key to optimizing your investment portfolio and ensuring your business remains compliant with the latest legal standards.

A New Era for Foreign Investors: Automatic PSI Status

Perhaps the most significant development in the recent amendments to the Securities Law is the red carpet rolled out for foreign investors. In previous years, foreign entities often faced administrative hurdles when attempting to qualify as professional investors.

As of early 2026, the regulatory landscape has been streamlined: all foreign investors, both individuals and organizations, are now automatically classified as PSIs. This means you no longer need to navigate exhaustive financial capacity audits to participate in the private bond market. Whether you are a venture capital firm looking for growth or a high-net-worth individual seeking diversification, your path to entry has been significantly cleared.

This "open door" policy is designed to enhance liquidity and bring international best practices into Vietnam’s bond ecosystem. By removing these barriers, the government aims to encourage long-term FDI commitment, aligning with our goals at BLaw Vietnam to help you start your FDI business in Vietnam with maximum efficiency.

A high-angle, realistic shot of a modern financial district in Ho Chi Minh City, showing glass skyscrapers and busy streets at dusk, symbolizing Vietnam's growing economic maturity.

Individual PSIs: The Introduction of the "Safety Net"

While the market has opened for foreign players, the rules for individual domestic investors have become considerably more protective. The "Wild West" days of private bond issuances are effectively over. From January 1, 2026, natural persons qualifying as PSIs face specific restrictions on the types of bonds they can purchase.

Individual PSIs are now permitted to trade and transfer privately placed corporate bonds only if they meet one of the following criteria:

1. Credit-Rated and Collateralized: The bonds must have a formal credit rating from a licensed agency and be secured by tangible assets.
2. Credit-Rated and Guaranteed: The bonds must be credit-rated and backed by payment guarantees from reputable credit institutions.

This restriction is a direct response to previous market volatilities. By ensuring that individual investors are only exposed to rated and secured instruments, the regulator is mitigating systemic risk. Institutional PSIs, conversely, retain the flexibility to invest in a broader range of products, reflecting their higher capacity for risk assessment.

Stricter Qualification and the "180-Day Rule"

Maintaining your status as a professional investor is no longer a "set it and forget it" process. The criteria for natural persons to achieve and keep PSI status have become more rigorous to ensure that only truly sophisticated investors are participating in high-risk private placements.

To qualify as a natural person PSI based on security holdings, you must now:

• Maintain a portfolio of listed securities with a minimum value of VND 2 billion.
• This value is calculated as the daily average market value for at least 180 consecutive days immediately prior to the determination.
• Once attained, your PSI status is valid for only 3 months.

Through the above requirements, the government is ensuring that "wealth" isn't just a snapshot in time, but a sustained financial position. This 180-day look-back period prevents investors from temporarily inflating their accounts to gain access to bond offerings they may not be prepared to hold.

A professional, close-up photo of a person's hands reviewing a complex financial contract on a clean wooden desk, with a pen and a calculator nearby, representing the detailed verification process.

The Three-Year Lock-Up: A Commitment to Stability

In an effort to curb speculative "flipping" of private bonds, the lock-up period for PSIs has been extended from the previous one-year duration to three years.

This change fundamentally shifts the private bond market from a medium-term liquidity tool to a long-term investment vehicle. For issuers, this means a more stable capital base. For you as an investor, it means your due diligence must be even more thorough, as your capital will be committed for a longer horizon. When evaluating these long-term commitments, it is often helpful to review our legal blog for the latest updates on corporate governance and market trends.

Enhanced Transparency and the Role of Commercial Banks

The new PSI rules also bring a "clean up" of the distribution chain. One of the most impactful operational changes is the prohibition of commercial banks and foreign bank branches acting as bond distribution agents.

In the past, the lines between "savings products" and "corporate bonds" were often blurred at the retail bank level, leading to significant investor confusion. By removing banks from the distribution equation, the regulator is forcing a clear distinction between low-risk deposits and higher-risk private bond investments.

Furthermore, individual PSIs must now sign written confirmations before any purchase. This isn't just a formality; it is a legal acknowledgment that you have:

• Reviewed the offering information and understood the bond's terms.
• Acknowledged the inherent risks of the private placement.
• Recognized that the issuer, not the state or a bank, is responsible for repayment.

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How These Changes Impact Your Investment Strategy

If you are a realtor, developer, or a corporate entity looking to raise capital or invest surplus funds, these rules will change your workflow.

1. For Issuers: You must now prioritize obtaining a credit rating. Without it, you exclude the vast majority of individual PSIs from your funding pool. You may need to look toward institutional investors or foreign PSIs who are not bound by the "collateralized/guaranteed" restriction.
2. For Individual Investors: You must ensure your brokerage handles the 180-day verification accurately. The 3-month validity period means you will need to re-verify your status frequently if you are an active trader.
3. For Foreign Organizations: You have a competitive advantage. With automatic PSI status and no restriction on "unrated" bonds, you can step into market gaps that domestic individuals can no longer fill.

In addition to these bond-specific rules, investors should remain aware of other regulatory shifts happening this year, such as the Global Minimum Tax compliance and the new Work Permit requirements under Decree 219.

Navigating the Future with BLaw Vietnam

The 2026 PSI rules are a double-edged sword: they offer unprecedented access for foreign capital while demanding much higher levels of sophistication and transparency from domestic participants. While the "how" of investing has changed, the "why", Vietnam’s high-growth potential, remains as compelling as ever.

At BLaw Vietnam, we specialize in demystifying these complex legal frameworks. Whether you need a comprehensive audit of your PSI status, assistance with bond issuance compliance, or strategic advice on navigating the 3-year lock-up period, our highly qualified team is ready to support you. We are dedicated to providing efficient, cost-effective legal services that protect your interests in this evolving market.

If you have questions about how these new regulations affect your current portfolio or your future investment plans, we invite you to contact us today. Let’s work together to ensure your business is positioned to thrive under Vietnam’s new financial standards.

Through the above article, we hope you have a clearer vision of the bond market in 2026. For more detailed insights into our specialized practices, please visit our services page.

Sincerely,

The BLaw Vietnam Team
https://blawvn.com