THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
Hanoi, December 04, 2018
Prescribing the issuance of corporate bonds
Pursuant to the June 19, 2015 Law on Organization of the Government;
Pursuant to the November 26, 2014 Law on Enterprises;
Pursuant to the June 29, 2006 Securities Law;
Pursuant to the November 24, 2010 Law Amending and Supplementing a Number of Articles of the Securities Law;
Pursuant to the June 16, 2010 Law on Credit Institutions and the November 20, 2017 Law Amending and Supplementing a Number of Articles of the Law on Credit Institutions;
At the proposal of the Minister of Finance;
The Government promulgates the Decree prescribing the issuance of corporate bonds.
Article 1. Scope of regulation
1. This Decree prescribes the private placement of corporate bonds in the territory of the Socialist Republic of Vietnam and issuance of corporate bonds to the international market.
2. This Decree does not regulate the public issuance of corporate bonds in accordance with the Securities Law and guiding documents.
Article 2. Subjects of application
1. Bond-issuing corporations being joint-stock companies or limited liability companies established and operating in accordance with Vietnam’s law.
2. Organizations and individuals involved in the issuance of corporate bonds.
Article 3. Application of relevant laws
1. Enterprises operating in the fields of securities, banking or lottery shall comply with not only this Decree but also relevant specialized laws. In case of any difference between the provisions of a specialized law and those of this Decree, the former shall prevail.
2. Corporations issuing bonds to the international market shall comply with not only this Decree but also the Government’s Decree No. 219/2013/ND-CP of December 26, 2013, on management of the borrowing of foreign loans and payment of foreign debts of enterprises not entitled to government guarantee, guiding documents, and revising or replacing documents (if any). In case of any difference between the regulations on management of the borrowing of foreign loans and payment of foreign debts and those of this Decree, the former shall prevail.
3. State enterprises shall comply with not only this Decree but also the regulations on limits of capital raising, competence to raise capital, and capital raising purposes prescribed in the 2014 Law on Management and Use of State Capital Invested in Production and Business at Enterprises, guiding documents, and revising or replacing documents (if any).
Article 4. Interpretation of terms
In this Decree, terms below are construed as follows:
1. “Corporate bond” means a type of debt securities of a term of at least 1 year which are issued by a corporation, acknowledging its obligation to pay both bond principal and interest and perform other obligations (if any) toward bondholding investors.
2. “Privately placed corporate bonds” means corporate bonds issued for less than 100 investors, excluding professional securities investors, without using the mass media or the Internet.
3. “Green corporate bond” means a corporate bond issued for investment in environmental protection projects in accordance with the Law on Environmental Protection.
4. “Convertible bond” means a type of bond issued by a joint-stock company and convertible into common stocks of the bond-issuing corporation under the terms and conditions specified in the bond issuance plan.
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