New conditions for individuals purchasing privately placed bonds from June 5, 2026

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.

Under Point d, Clause 1, Article 9 of Decree No. 200/2026/ND-CP, an individual professional securities investor may only purchase, trade and transfer:

• Privately placed bonds with warrants, non-convertible bonds without warrants issued by public companies, securities companies and fund management companies;
• Bonds issued by enterprises other than public companies where such bonds have a credit rating and are secured by assets or guaranteed for payment by a credit institution.

To be recognized as a professional securities investor eligible to purchase, trade and transfer privately placed corporate bonds, an individual must satisfy the conditions specified at Point b, Clause 2, Article 9 of Decree No. 200/2026/ND-CP.

Specifically, the listed and registered-trading securities portfolio held by the investor must have a minimum value of VND 2 billion, determined on the basis of the average daily market value of the securities portfolio for at least 180 consecutive days preceding the date of determination of professional securities investor status.

The determination of the minimum securities portfolio value of VND 2 billion must exclude margin loans and securities involved in repurchase transactions. Certification of professional securities investor status under this provision is valid for one year from the date of certification.

In addition to satisfying the financial capacity requirement, Clause 4, Article 9 of Decree No. 200/2026/ND-CP provides that investors must have full access to bond offering dossiers and information disclosure contents of the issuing enterprise, and fully understand the bond terms and conditions as well as the risks arising during the investment process. Investors shall independently assess and take responsibility for their investment decisions.

Notably, before purchasing bonds in either the primary market or the secondary market, an individual professional securities investor must sign a written confirmation stating that he or she has accessed the relevant information, fully understands the risks involved, and takes responsibility for the decision to purchase the bonds.

The Decree also emphasizes that the State does not guarantee that issuing enterprises will fully and punctually pay bond principal, interest and other lawful entitlements of bond investors when due.