Decree 145/2026: How Vietnam's Market Infrastructure Gets Financially Governed — and Why Carbon Credits Are Now Part of It

Vietnam's Government issued Decree No. 145/2026/ND-CP on 5 May 2026, signed by Deputy Prime Minister Nguyen Van Thang, replacing the five-year-old Decree 59/2021/ND-CP framework that had governed VNX and VSDC since June 2021. The new decree takes effect on 22 June 2026 and applies from fiscal year 2026. For international firms evaluating Vietnam's capital markets, this is the rulebook that determines how the country's central exchange and post-trade infrastructure manages its finances, accounts for risk, and gets evaluated by the state.

The Two Entities This Governs#

VNX (Vietnam Stock Exchange / Sở Giao dịch Chứng khoán Việt Nam) is the 100% state-owned holding company for HOSE (Ho Chi Minh City Stock Exchange) and HNX (Hanoi Stock Exchange). It was established in 2023 under the state-led consolidation of the two exchanges into a single holding structure.

VSDC (Vietnam Securities Depository and Clearing Corporation / Tổng công ty Lưu ký và Bù trừ Chứng khoán Việt Nam) is Vietnam's central securities depository and the operator of the national post-trade infrastructure, also 100% state-owned.

Neither entity operates within the VIFC framework. As our overview of the VIFC's regulatory architecture covers, the VIFC is a purpose-built special economic zone for international financial services — a structurally distinct layer from the incumbent domestic market infrastructure. VSDC's post-trade infrastructure sits outside the IFC zone. Decree 145 governs the incumbents; the VIFC's own ambitions — a multi-asset CCP, blockchain-based T+0 clearing — represent a separate architectural layer that must eventually interface with or supersede what VNX and VSDC operate today.

Revenue Taxonomy: What Changed#

Decree 145 formalises how each entity classifies its income. For practitioners, this matters because revenue taxonomy determines what activities each entity can account for, and therefore what services it can prioritise and expand.

VNX's revenue breaks into three buckets: operational revenue (member management, market organisation, other business), service revenue (data services, technology infrastructure provision), and subsidiary investment income (after-tax profits from subsidiaries, equity adjustments, financial income).

VSDC's taxonomy is considerably more granular, covering registration, custody, deregistration, ownership transfer, rights exercise, securities lending and borrowing, government and guaranteed bond principal and interest payments, clearing and settlement, margin asset management, post-trade error handling, security interest registration, and investor-requested securities freezing.

The addition that stands out: custody and settlement of greenhouse gas emission quotas and carbon credits. This line item is new relative to Decree 59/2021 and formally extends VSDC's statutory scope into carbon market infrastructure. This has direct implications for how Vietnam's parallel carbon market architecture develops — a point worth unpacking.

The Carbon Credit Provision and Its Strategic Context#

The VIFC's Decree 330 establishes an internationally-oriented commodity exchange framework that includes carbon credit trading for VIFC members. See our Decree 330 explainer for how that regime works.

What Decree 145 does is create a separate, domestic-facing carbon clearing track through VSDC. These two tracks are not necessarily in conflict — they serve different market segments — but for firms designing carbon market strategies in Vietnam, the architecture now has two nodes: a VIFC-zone international track and a VSDC-operated domestic track.

For international market infrastructure operators considering a VIFC entry under Decree 323's priority sector for multi-asset depository, clearing, and settlement centres, this is directly relevant. Interoperability with VSDC's carbon clearing infrastructure — or a deliberate separation from it — becomes a design question that needs an answer before building product roadmaps.

Cost Treatment: The Risk Fund Formalised#

Decree 145 grants VSDC two specific tax-deductible expense provisions unavailable to ordinary SOEs.

The more important is the Operational Risk Fund (Quỹ phòng ngừa rủi ro nghiệp vụ). Contributions accrue quarterly; unused balances carry forward indefinitely. This mechanism mirrors how central counterparties in more developed markets maintain default funds and risk reserves — money set aside from operating income to absorb losses from operational failures before they become systemic events.

The second provision covers securities ownership transfer costs for transactions not routed through VNX's trading system (handled via a VNX subsidiary). This is a narrower operational provision but reflects the reality that not all securities transfers occur on-exchange.

The formalisation of the risk fund as a tax-deductible line item is a governance maturity step. It means VSDC can accumulate risk reserves without those reserves being treated as taxable profit — structurally appropriate for an infrastructure operator whose purpose is systemic stability, not profit maximisation.

The KPI Insulation Mechanism#

Both VNX and VSDC are evaluated under the standard SOE framework for 100% state-owned enterprises. Decree 145, however, explicitly carves out a long list of market-volume-driven factors that cannot count against management in performance reviews.

For VNX, excluded factors include: changes in listed company count or member count, volume and price of securities traded, bond auction values, derivatives transaction volume, revenue from bookbuilding or auction activities, revenue from organising the domestic carbon trading floor, and revenue from off-system securities ownership transfers.

For VSDC, excluded factors include: volume of securities in custody, value of newly registered securities, government bond principal and interest payment volumes, securities transfer counts and values, registered member and clearing member counts, securities lending and borrowing contract values, end-of-day margin balances, and — notably — volume of greenhouse gas emission quotas and carbon credits in custody and settlement.

This mechanism matters beyond its technical accounting function. The state is formally acknowledging that financial market infrastructure cannot be evaluated like a retail SOE or a manufacturing enterprise. Revenue at VNX and VSDC is structurally tethered to market activity — trading volumes, custody values, transaction counts — that no management team controls. Holding management accountable for those variables would incentivise the wrong behaviours: artificially stimulating volumes, resisting market structure reforms that might temporarily reduce transaction counts, or over-engineering revenue recognition.

The KPI insulation design signals genuine governance understanding of what financial market infrastructure is. For international operators who have studied the governance frameworks at other Asian infrastructure operators, this is worth noting.

Conflict-of-Interest Governance for Investments#

Decree 145 requires both entities to identify potential conflicts of interest arising from any investment before execution, implement controls for those conflicts, and obtain approval from the competent authority. This provision is new as an explicit formalised requirement and reflects the more complex corporate structure that VNX now operates — a holding company with exchange subsidiaries, each with its own commercial relationships and data assets.

What This Means for VIFC Market Participants#

Operational due diligence. International firms entering the VIFC will transact on Vietnamese capital markets that route through VNX and VSDC. Decree 145 defines how these entities govern their finances and manage risk reserves. Understanding this framework is baseline operational knowledge — not abstract regulatory reading.

Infrastructure design decisions. Firms considering building VIFC-internal clearing or depository infrastructure under Decree 323's priority sector framework need to understand the incumbent's financial structure before determining whether to design for interoperability, parallel operation, or eventual migration. Decree 145 is the regulatory foundation of that incumbent.

Carbon market positioning. VSDC's new carbon credit clearing mandate creates a domestic infrastructure node that any firm designing a Vietnam carbon strategy must account for — alongside the VIFC's international carbon trading architecture under Decree 330.

Regulatory trajectory. Decree 145 replacing Decree 59 after five years reflects a pattern of iterative refinement as Vietnam's capital market structure matures. The upgrade cycle suggests the state is actively maintaining the regulatory framework around market infrastructure — a positive signal for operators planning long-horizon commitments.

Frequently Asked Questions#

What does Decree 145/2026 do?

Decree 145/2026/ND-CP, effective 22 June 2026, replaces Decree 59/2021 and sets the financial management framework for VNX (Vietnam Stock Exchange) and VSDC (Vietnam Securities Depository and Clearing Corporation) — covering revenue classification, cost treatment, SOE performance evaluation, and investment governance.

Does VSDC now have a mandate to clear carbon credits?

Yes. Decree 145/2026 explicitly adds custody and settlement of greenhouse gas emission quotas and carbon credits to VSDC's statutory revenue taxonomy. This is new versus Decree 59/2021 and creates a domestic carbon clearing track separate from the VIFC's internationally-oriented carbon market under Decree 330.

How does the KPI insulation mechanism work for VNX and VSDC?

Both entities are evaluated as 100% state-owned enterprises, but Decree 145 carves out market-volume-driven factors — such as securities trading volumes, custody values, and carbon credit settlement volumes — that cannot be held against management in performance reviews. This recognises that market infrastructure revenue is driven by external market conditions, not management quality.

Is VSDC's Operational Risk Fund tax-deductible?

Yes. Decree 145/2026 grants VSDC a specific tax-deductible provision for contributions to its Operational Risk Fund (Quỹ phòng ngừa rủi ro nghiệp vụ). Contributions accrue quarterly and unused balances carry forward year to year — structurally similar to how central counterparties maintain systemic risk reserves.

Does Decree 145/2026 affect firms operating within the VIFC?

Not directly. VNX and VSDC operate outside the VIFC framework. However, international firms entering the VIFC will transact on Vietnamese capital markets that route through VNX and VSDC, so understanding how this infrastructure is governed is operational due diligence for any market participant.

What Comes Next#

Three things to monitor from the 22 June 2026 effective date:

1. VSDC's carbon clearing implementation. The statutory mandate exists; the operational build does not yet have a public timeline. Watch for VSDC service announcements or MoF guidance on how the greenhouse gas quota and carbon credit custody functions will be operationalised — and how they will interface with the domestic carbon trading floor that VNX is also mandated to organise.

2. VIFC infrastructure operator engagement. As the first VIFC members begin operations, the interaction between VIFC-zone post-trade ambitions and VSDC's incumbent infrastructure will move from design question to operational question. Decree 323's multi-asset clearing and settlement priority sector will attract proposals; Decree 145 now defines the regulatory baseline those proposals must work alongside.

3. Risk fund levels. Once VSDC publishes financial statements under the new framework, the Operational Risk Fund balance will become a visible indicator of how the entity manages systemic risk reserves. For international counterparties assessing VSDC credit risk or designing collateral arrangements, this number will matter.

This article was last updated on 7 May 2026. We will update it as implementing guidance for Decree 145/2026/ND-CP is issued.