Do You Have to Disclose a Share Pledge in Vietnam?

Not expressly. Neither the disclosure chapter of the Law on Securities No. 54/2019/QH14 (Articles 118 to 128), as amended by Law No. 56/2024/QH15, nor Circular 96/2020/TT-BTC, the Ministry of Finance circular on information disclosure, requires a shareholder, an insider or the listed company to disclose that shares have been pledged. The holder-level duties are keyed to other events: becoming or ceasing to be a major shareholder (cổ đông lớn), and a change in the number of shares owned through each 1 per cent of voting shares, under Article 127 of the Law and Article 31 of Circular 96; and, for insiders, transactions or changes in ownership, under Article 128 of the Law and Article 33 of Circular 96.

A pledge (cầm cố) over listed shares does not of itself change who owns them, and the depository rules keep security and ownership apart. Circular 119/2020/TT-BTC, as amended by Circular 18/2025/TT-BTC, lists the transfer of ownership of securities that are collateral as a separate case of off-exchange transfer carried out by the Vietnam Securities Depository and Clearing Corporation (VSDC) (Article 6(2)(m)), and its replacement from 16 November 2026, Circular 145/2026/TT-BTC, provides for VSDC to block (phong tỏa) securities used to secure obligations in secured transactions (Article 19(1)(c)). On the text, therefore, the grant of a pledge is not a threshold event, and nothing in Article 31 of Circular 96 or Article 127 of the Law counts shares toward a pledgee because they are pledged to it.

The only express reference to pledged securities in Circular 96 concerns their sale: under Article 25(3), a securities company that sells pledged securities (chứng khoán cầm cố) of a customer who is an insider, or an insider’s related person, must disclose it. Because the grant itself is not addressed, a structure that moves shares into the lender’s name or account, or that takes title rather than a pledge, needs separate analysis by Vietnamese counsel.

Vietnam does not use the term dealing; the equivalent duty falls on internal persons (người nội bộ) and their related persons, and it is framed around transactions. Article 4(45) of the Law on Securities defines a company’s internal persons to include the chair and members of the board, the legal representative, the general director and deputies, the chief financial officer, the chief accountant, supervisory board and internal audit members, the company secretary and the person authorised to disclose information; Article 4(46) defines related persons, including close family members. Under Article 128 of the Law, they must disclose before and after a transaction, or when there is a change in ownership, in the company’s shares, share purchase rights, convertible bonds and similar instruments.

Article 33 of Circular 96 applies where the expected value of the transaction is VND 50 million or more in a day, or VND 200 million or more in a month, measured at par value; with shares offered to the public at a par value of VND 10,000 (Article 13(2) of the Law), that is 5,000 shares in a day or 20,000 in a month. It expressly includes transfers outside the exchange’s trading system, such as gifts, inheritance and transfers, "and other cases". The insider must announce the intended transaction at least three working days before it (Article 33(1)(a), as last amended by Circular 08/2026/TT-BTC of 3 February 2026), carry it out within 30 days of registering it (Article 33(1)(b)), not register to buy and sell in the same period (Article 33(1)(d)) and report the result within five working days (Article 33(1)(đ)). An insider who is also a major shareholder follows the insider rules only (Article 33(1)(e)).

Whether granting a pledge is a transaction for these purposes is not addressed. The prescribed notice and result forms for insiders’ share transactions (Appendices XIII and XV) list the kinds of transaction to be registered, namely purchase, sale, gift, donation, inheritance, transfer and swap, and a pledge is not among them. Because of the open words "and other cases" and Article 128’s reference to transactions, the question should be put to Vietnamese counsel before an insider grants a pledge.

It can raise both questions. Article 35(1) of the Law on Securities requires a public tender offer, registered with the SSC, where a person and its related persons plan to buy voting shares that would take their direct or indirect ownership of a public company to 25 per cent or more, and where a holder of 25 per cent or more plans to buy enough to reach or exceed 35, 45, 55, 65 or 75 per cent. Article 35(2) lists the exemptions, among them purchases of newly issued shares and transfers approved by the general meeting of shareholders, transfers within a group of companies, gifts and inheritance, and transfers under a court judgment or decision that has taken legal effect, or an arbitral decision. Out-of-court enforcement of a pledge is not listed, and the Law does not say whether a pledgee that takes title is buying for this purpose, so a pledgee whose enforcement would take it, with its related persons, across one of those levels should take Vietnamese advice before the transfer. A buyer of the shares on enforcement is tested in the ordinary way.

Foreign ownership limits are the second constraint. Article 139(1) of Decree 155/2020/ND-CP sets each public company’s maximum foreign ownership ratio by reference to treaty commitments, sector laws and the list of sectors with restricted market access for foreign investors, with no limit otherwise, and a company may set a lower limit in its charter with general meeting approval; Decree 245/2025/ND-CP of 11 September 2025 amended clauses 2 and 5. Where the pledgee is a foreign investor, an enforcement transfer to it has to fit within the issuer’s remaining foreign room, and how a full limit affects the choice between an exchange sale and a transfer of title is a question for Vietnamese counsel.

As general information, the Vietnamese rules put the weight on enforcement rather than on the grant, and a holder planning to pledge a listed stake would typically want four questions answered. The first is status: whether the holder, alone or with related persons, is a major shareholder or an internal person, which decides whether Article 31 or Article 33 of Circular 96 applies. The second is structure: whether the security is a pledge recorded by blocking at VSDC, which leaves ownership where it is, or an arrangement that moves shares into another name or account, which may itself be reportable. The third is enforcement: whether the documents contemplate a sale through the exchange by a securities company or a transfer of title through VSDC, who would make each filing and by when, and how an insider’s advance notice would be handled. The fourth is the ceilings: whether a transfer could take the pledgee to 25 per cent or another tender-offer level under Article 35 of the Law, and whether a foreign pledgee has room under the issuer’s foreign ownership limit.

Market features such as settlement, currency and foreign room are summarised on the Vietnam stock loans page, and the general mechanics of a facility on the stock loans page. The position described here is accurate as at 27 October 2026. Circular 145/2026/TT-BTC takes effect on 16 November 2026 and Vietnamese disclosure rules are revised often, so the current texts should be checked and independent Vietnamese legal advice taken on any specific transaction.