Private Placement Conditions for Startups at Vietnam IFC (2026)

I. Conditions for private placement of shares of innovative startup enterprises at the International Financial Centre

1. Conditions for innovative startup enterprises:

a) The innovative startup enterprise is a joint-stock company granted a Certificate by the Executive Agency according to regulations at Point a, Clause 1, Article 18 of Resolution No. 222/2025/QH15;

b) The innovative startup enterprise has a project, an enterprise development plan, and a capital usage plan for the next 03 years approved by the competent authority of the enterprise;

c) Private placement rounds must be at least 06 months apart from the end date of the nearest private placement round and must be at least 06 months apart from the nearest crowdfunding round from the end date of the nearest crowdfunding round; d) Private placement of shares must not contravene current legal regulations on foreign exchange management at the International Financial Centre.

2. Conditions for investors:

a) Subjects participating in the offering round only include strategic investors, institutional investors that are Members, and foreign institutional investors;

b) The transfer of privately offered shares is restricted for a minimum of 03 years for strategic investors and a minimum of 01 year for institutional investors from the date of completing the offering round, except for cases of transfer between institutional investors or execution according to a court judgment or decision that has taken legal effect, an Arbitral decision, or inheritance according to regulations of law. Investors are not permitted to transfer shares back to Vietnamese investors who are not Members.

II. Approval and acceptance of the plan for private placement of shares of innovative startup enterprises at the International Financial Centre

The plan for private placement of shares of the innovative startup enterprise is approved and accepted by the competent authority according to the charter (or equivalent legal document) of the company.

III. Transfer of privately placed shares at the International Financial Centre

1. Privately placed shares of innovative startup enterprises are freely transferable except for cases restricted from transfer and cases not permitted for transfer. The transfer is executed by contract at the organization offering private placement shares or through the shareholder register management service at the platform provider selected by the innovative startup enterprise.

2. In case of transfer by contract, the transfer documents must be signed by the transferor and the transferee or their authorized representatives.

3. Investors receiving shares after a private placement round become company shareholders only from the time their information is fully recorded in the shareholder register in the form of a paper document or electronic data set recording information on share ownership of company shareholders.

4. The company must register the change of shareholders in the shareholder register at the request of the relevant shareholder within 24 hours from receiving the request of the shareholder.

IV. Conclusion

Regulations on private placement of shares at the International Financial Centre have created a safe legal corridor, directing high-quality capital from international strategic investors into the Vietnam Startup ecosystem. Strict compliance with the transfer restriction time (1-3 years) is a key factor to ensure the long-term commitment of investors to the enterprise. Startup enterprises need to carefully note the time gap between capital raising rounds (minimum 6 months) to plan finances appropriately. If your enterprise needs support drafting offering dossiers or advice on the shareholder recording process, please contact us for detailed answers.

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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