Vietnamese
On June 5, 2026, the Government promulgated Decree No. 200/2026/ND-CP on private placement and trading of corporate bonds in the domestic market and offering of corporate bonds to the international market.
Decree No. 200/2026/ND-CP provides for the private placement and trading of corporate bonds in the domestic market and the offering of corporate bonds to the international market.
Decree No. 200/2026/ND-CP applies to:
- Joint-stock companies and limited liability companies established and operating under Vietnamese law that conduct private placement and trading of corporate bonds in the domestic market or offer corporate bonds to the international market;
- Agencies, organizations and individuals involved in the above activities.
Under Article 5 of Decree No. 200/2026/ND-CP, issuing enterprises shall comply with the principle of self-borrowing, self-repayment and self-responsibility for the efficiency of capital use and debt repayment capability, and shall take responsibility for all disputes and complaints relating to bond issuance, use of proceeds, and payment of bond principal and interest.
Enterprises may issue bonds only for implementation of investment projects in accordance with the law on investment, restructuring of their own debts, or other purposes prescribed by specialized laws.
In addition, enterprises must clearly specify the issuance purpose in the bond issuance plan and disclose such information to investors. Proceeds from bond issuance must be used for the purposes stated in the issuance plan and information disclosure contents.
Article 5 of Decree No. 200/2026/ND-CP also requires enterprises to separately monitor proceeds from bond issuance to ensure proper use and management thereof. For green corporate bonds, such proceeds must additionally be separately accounted for and used for projects included in the green classification list in accordance with the law on environmental protection.
Notably, enterprises may change the issuance purpose or amend bond terms and conditions only when all prescribed conditions are satisfied. Such changes must be approved by competent authorities and by bondholders representing at least 65% of the total outstanding bonds of the same type, and the enterprise must complete the early redemption of bonds held by bondholders who do not approve such changes.
Regarding transitional provisions, Clause 1 Article 50 provides that for corporate bonds issued before the effective date of the Decree and remaining outstanding, reporting and information disclosure must comply with Decree No. 200/2026/ND-CP. In addition, Clause 3 Article 50 provides that corporate bonds issued from the effective date of Decree No. 153/2020/ND-CP to before June 5, 2026 and remaining outstanding must be registered, deposited and registered for trading in accordance with the new Decree.
