Decree 245 and Nasdaq MoU Reshape VIFC Capital Markets

Vietnam's equity capital markets strategy has a structural narrative and a regulatory narrative. The structural narrative is that a bank-dominated economy — where outstanding credit reportedly exceeds 140% of GDP — cannot sustainably fund $70–80 billion in annual capital needs through bank lending alone. The regulatory narrative is that Decree No. 245/2025/ND-CP, issued 11 September 2025, and the Nasdaq founding-member MoU signed in October 2025 represent the first concrete moves to change that. This article explains what each actually commits to, what gaps remain, and what a cross-listing candidate should know before acting.

The Structural Problem Decree 245 Was Designed to Fix#

Before Decree 245, a Vietnamese company pursuing a dual listing faced a sequential regulatory process. The company had to obtain SSC approval for an overseas listing before that listing could proceed. The IPO and listing registration stages were similarly sequential. In practice, this meant a company navigating domestic and international capital markets simultaneously carried twice the regulatory friction — domestic approval, then overseas approval, then listing — with timelines that stretched to around 90 days for the listing phase alone.

The consequence was predictable: most Vietnamese companies seeking international equity capital did so through offshore holding structures rather than direct cross-listing. This kept capital flows opaque and left Ho Chi Minh City's stock infrastructure — the Vietnam Stock Exchange (VNX), which merged HoSE and HNX in a single entity from its operational launch on 20 December 2021 — largely disconnected from international equity pools.

Decree 245 addresses both friction points directly.

What Decree 245/2025 Actually Changes#

Simultaneous IPO and Listing Registration#

Under the new framework, a company can file for its IPO and listing registration at the same time. The listing timeline compresses from roughly 90 days to 30 days. For a company coordinating a domestic and international offering simultaneously, this is not a minor procedural change — it means the two processes can now run in parallel rather than in sequence, reducing the window during which market conditions can shift between domestic approval and overseas execution.

Removal of SSC Overseas Listing Approval#

The more significant change is the removal of the SSC's prior approval requirement for overseas listings. Vietnamese companies no longer need a separate regulatory gate before listing on a foreign exchange. Dual-listing structures — simultaneously on VNX and a foreign exchange — become possible without the sequential approval that previously made them impractical.

Legal analysts at Indochine Counsel, in their March 2026 briefing note "Decree 245 and the VIFC Cross-Listing Framework" (publicly available at indochinecounsel.com), identify this reform as explicitly supporting the VIFC cross-listing strategy. Duane Morris's September 2025 client alert "Vietnam Capital Markets Reform: Decree 245 and FTSE Reclassification Implications" (publicly available at duanemorris.com) places it within a broader cluster of reforms targeting FTSE Emerging Market reclassification, which the State Securities Commission has pegged to Q1 2027 implementation.

The practical implication: a Vietnamese company with the disclosure standards and governance to satisfy a foreign listing venue can now run that process concurrently with its domestic listing, without needing the SSC to sign off on the overseas component first. The regulatory barrier was not capital controls — Circular 72 addresses those separately — but bureaucratic sequencing. Decree 245 removes the sequencing requirement. For detail on how Circular 72 handles the forex side of inbound capital, see our guide to what Circular 72 means for inbound capital.

The Nasdaq MoU: Five Areas, One Institutional Commitment#

The MoU between the HCMC Department of Finance and Nasdaq Stock Market was signed in October 2025 at Times Square, New York. HCMC People's Committee Chairman Nguyen Van Duoc and Nasdaq SVP for Strategic Operations and Public Policy Chuck Mack attended. The five cooperation areas are worth reading precisely, because much of the commentary has conflated "Nasdaq partnership" with "Nasdaq exchange" — these are not the same thing.

Area 1: Identifying VIFC-aligned opportunities. A standing mandate to surface opportunities consistent with VIFC's capital markets strategy. Operationally, this means Nasdaq's global issuer and investor network becomes a referral and intelligence resource for HCMC.

Area 2: Regulatory frameworks, governance models, and risk management. Advisory on how to structure a securities issuance and derivatives framework that meets international standards. This is where Nasdaq's institutional knowledge of exchange governance is most directly applicable — its team has consulted on exchange architecture in multiple jurisdictions.

Area 3: Training and capacity building. Workshops and expert seminars. This is the capacity pipeline: building the human infrastructure — compliance officers, exchange supervisors, market surveillance staff — that any functioning exchange requires before it can operate credibly.

Area 4: Fintech infrastructure. Trading platforms, payment systems, and market monitoring using Nasdaq technology. Nasdaq has sold its matching engine to exchanges across Europe, Asia, and the Middle East. Whether that technology is deployed at VIFC, and in what configuration, is not specified in the MoU — but this area is the one most directly pointing toward eventual exchange infrastructure.

Area 5: Investor connectivity. Investment promotion events in Vietnam and the US. This is the demand-side counterpart to supply-side infrastructure — getting US institutional and retail investors oriented toward Vietnamese issuers before a listing venue exists to receive them.

A joint working group governs the partnership and meets at least twice yearly.

Founding-Member Status: More Than an MoU#

Separately from the MoU, Nasdaq joined the VIFC as one of its seven founding members. This distinction matters. An MoU is a project-level cooperation agreement with defined scope and a review cycle. Founding-member status is an institutional commitment — it typically involves governance participation, advisory roles in the centre's development, and a longer-term orientation than any single MoU can confer. The two instruments are complementary but not equivalent. Nasdaq's founding-member status signals that it is positioning for a role in whatever exchange architecture ultimately emerges, not just advising on it at arm's length.

The UK Corridor: LSE as the Second Exchange Partnership#

The Nasdaq MoU is not the VIFC's only exchange partnership. In April 2026, HDBank, the VIFC, and the London Stock Exchange signed a tripartite cooperation agreement. That partnership — covered in depth in our article on the HDBank-LSE-VIFC capital markets corridor — creates a second listing pathway oriented toward UK and European investors.

The dual-corridor structure raises a question the current frameworks do not answer: will the US pathway (Nasdaq) and UK pathway (LSE) function as competing listing venues, or as complementary ones serving different issuer profiles? A technology company seeking US retail and institutional investors has a different optimal listing venue than a bank seeking UK institutional capital. For now, both corridors are at the MoU stage — neither has produced a live cross-listing. But the architecture suggests the VIFC is deliberately not betting on a single exchange relationship.

What the International Stock Exchange Is — and Isn't — Right Now#

The single most important clarification for any practitioner reading about the VIFC's "international stock exchange" is this: it does not yet exist as a functioning venue.

As of May 2026, the international exchange is at planning and strategy stage. The Nasdaq MoU covers advisory on what such an exchange would look like, not its operation. The critical infrastructure gaps are specific:

• Electronic trading systems capable of handling international order flow are not yet deployed within the VIFC zone.
• Clearing and settlement mechanisms for cross-border equity trades have not been established. The current VSD (Vietnam Securities Depository) infrastructure handles domestic settlement; international settlement for foreign holders requires a separate layer.
• Market supervision for an internationally accessible venue requires regulatory capacity that is still being built — partly what the Nasdaq training and capacity-building program addresses.
• Custody arrangements for foreign holders of Vietnamese-listed securities remain underdeveloped. Foreign institutional investors require prime brokerage and custodian access that HCMC's market infrastructure does not yet fully provide.

There is also an unresolved architectural question: is the VIFC's international exchange conceived as a new venue distinct from VNX, or as an international connectivity and listing layer built on top of HoSE/HNX? The Indochine Counsel analysis describes the vision as HCMC functioning as an intermediary capital market connecting Southeast Asia with global investors — Vietnamese companies accessing domestic and international pools simultaneously, and foreign issuers potentially using HCMC as a regional listing venue. That vision is consistent with either architecture. The answer will substantially affect the regulatory framework, the technology requirements, and the timeline.

GFCI Context: What the Ranking Signals#

VIFC Vice Chairman Nguyen Huu Huan has cited HCMC's ranking of 84th globally on the Global Financial Centres Index, third in Southeast Asia after Singapore and Kuala Lumpur, ahead of Bangkok and Jakarta. This figure has not been independently confirmed against the GFCI primary release, and readers should treat it as an attributed claim rather than a verified data point.

That caveat aside, the competitive framing is instructive. HCMC does not need to displace Singapore or Kuala Lumpur to be valuable — it needs to occupy a distinct niche: the primary gateway for capital flows into Vietnam's $430 billion economy. Vice Chairman Huan has also stated (unverified) that operating costs in HCMC run at one-third to one-fifth of Singapore or Hong Kong; if that cost differential is real and the regulatory framework matures, HCMC becomes attractive as a regional booking centre for transactions with Vietnamese counterparties rather than as a rival general-purpose IFC. For a broader comparison of how VIFC positions against other IFCs structurally, see VIFC vs DIFC, AIFC, and GIFT City.

What Comes Next#

Three indicators will tell practitioners how quickly the equity capital markets pillar matures:

First cross-listing. The first Vietnamese company to simultaneously list on VNX and a foreign exchange under the Decree 245 framework will be a proof-of-concept moment. Watch for announcements from large-cap Vietnamese companies — banks, property developers, technology firms — that already have international institutional investor relationships and governance standards approaching disclosure requirements for major exchanges.

FTSE EM reclassification timeline. The SSC's Q1 2027 target for related reform implementation is the macro trigger that would substantially increase foreign institutional demand for Vietnamese equities. Cross-listing becomes more attractive when the institutional buyer base for Vietnamese securities is larger and more liquid. Decree 245 has removed a regulatory barrier; FTSE reclassification would expand the demand side.

Clearing and settlement infrastructure. The Nasdaq partnership's fintech infrastructure area is the one to watch for concrete milestones. When Nasdaq announces a specific technology deployment within the VIFC zone — whether a matching engine, a settlement system, or a surveillance platform — that signals the shift from advisory to operational. Until then, the international exchange remains a strategy, not a venue.

LSE-Nasdaq coordination. Whether the two exchange partnerships develop complementary mandates or begin competing for the same issuer pipeline will determine the efficiency of the VIFC's equity capital markets architecture. A practitioner evaluating a dual-listing should monitor whether any formal coordination framework emerges between the two corridors.

The regulatory enablers are real and consequential. Decree 245 removes a meaningful barrier. The Nasdaq founding-member commitment is structurally significant. But the infrastructure required to turn cross-listing from a legal possibility into an operational reality — clearing, settlement, custody, market-making, surveillance — remains largely unbuilt. Practitioners should plan for the regulatory window opening before the market window does.