On 02/07/2026, the State Securities Commission (“SSC”) organised the conference “Securities Offerings – A Driver of Economic Growth” to introduce and provide updates on the key new provisions of Decree No. 200/2026/ND-CP on the offering and trading of corporate bonds (“Decree 200”), as well as to introduce the Corporate Bond Information Portal. The Conference provided an opportunity for regulatory authorities, market participants and relevant organisations and individuals to discuss changes to the legal framework governing the offering and issuance of corporate bonds (“Corporate Bonds”), together with matters requiring attention in the implementation and practical application of the new regulations.
In this article, we summarise and provide updates on certain notable new provisions of Decree 200 relating to the private placement and trading of Corporate Bonds in the domestic market, based on the matters introduced and discussed at the Conference. The article thereby seeks to provide an overview of the principal changes under the new legal framework and certain matters that issuers and relevant organisations and individuals should note when conducting private placements and issuances of Corporate Bonds.
Matters not addressed in this article have been analysed in our article “New Regulations on the Private Placement and Trading of Corporate Bonds in the Domestic Market”.
- Responsibilities of Corporate Bond issuers
Decree 200 retains the principle under Decree No. 153/2020/ND-CP of the Government dated 31 December 2020 on the private placement and trading of Corporate Bonds in the domestic market and the offering of Corporate Bonds in the international market, as amended and supplemented by Decree No. 65/2022/ND-CP of the Government dated 16 September 2022 and Decree No. 08/2023/ND-CP of the Government dated 05 March 2023 (collectively, “Decree 153”), that an enterprise issuing bonds shall borrow and repay on its own account, bear responsibility for the efficiency of capital use and ensure its debt repayment capacity. However, Decree 200 supplements and further clarifies the responsibility of the issuing enterprise to “be responsible for all disputes and complaints relating to the issuance, use of proceeds, and payment of bond interest and principal” [1].
Notably, compared with Decree 153, Article 7 of Decree 200 supplements a number of provisions to further clarify the responsibilities of Corporate Bond issuers. These matters have essentially already been recognised under relevant laws; accordingly, their inclusion in Decree 200 is intended to ensure consistency in the legal framework governing Corporate Bond offerings and issuances and to facilitate monitoring and application, specifically:
- The issuer must be responsible before the law and investors for the accuracy, truthfulness, completeness and validity of the information and documents disclosed prior to the offering and for fully satisfying the offering conditions;
- Additional responsibilities are imposed in relation to the preparation and approval of the issuance plan, the plan for use of proceeds and the plan for payment of bond interest and principal; and
- The use and management of proceeds must be consistent with the issuance plan and the information disclosed to investors.
The above provisions strengthen issuers’ responsibilities towards investors and ensure consistency among the issuance plan, the actual use of proceeds and the information disclosed.
- Private placement, issuance and trading of Corporate Bonds in the domestic market
- Changes applicable to organisations providing services related to private placements and issuances of Corporate Bonds
Decree 200 provides that only securities companies are permitted to provide agency services for private Corporate Bond issuances[2]. For agency service agreements entered into with commercial banks or foreign bank branches before Decree 200 takes effect, the parties may continue to perform the executed agreements; however, any amendment, supplement or extension may only be made if the amended, supplemented or extended content complies with Decree 200[3].
Decree 200 requires commercial banks and foreign bank branches to have the activity of receiving and managing security assets for Corporate Bonds added by the State Bank of Vietnam (“SBV”) to their licences in accordance with the laws on credit institutions[4]. This provision provides a basis for the SBV to expand the permitted scope of activities of commercial banks where the bondholders’ representative is not permitted to receive security assets under specialised laws[5] (for example, real estate projects and off-plan housing). However, in our view, the basis for the SBV to make the above adjustment should begin with an amendment to the Law on Credit Institutions 2024 to avoid conflicts with specialised laws.
- Addition of a Corporate Bond offering condition on the debt-to-equity ratio limit
To ensure consistency and facilitate the monitoring and application of regulations on private placements of Corporate Bonds, Decree 200 records the condition on the issuer’s debt-to-equity ratio limit based on the provision added by Law No. 76/2025/QH15 amending and supplementing a number of articles of the Law on Enterprises dated 17 June 2025.[6] Specifically, for an issuer that is not a public company, securities company or securities investment fund management company, total liabilities (including the value of bonds proposed to be issued) must not exceed 5 (five) times the equity stated in the annual financial statements. Where the issuer is a parent company, liabilities (including the value of bonds proposed to be issued) and equity shall be determined based on the consolidated financial statements, with equity excluding non-controlling interests[7].
This condition does not apply to state-owned enterprises, enterprises issuing bonds to implement real estate projects, credit institutions, insurance enterprises, reinsurance enterprises, insurance brokerage enterprises, securities companies or securities investment fund management companies[8].
This provision introduces a mechanism for direct control over the issuer’s financial leverage, thereby linking the scale of capital raising to its financial capacity and ensuring the enterprise’s ability to perform its bond repayment obligations.
- Refinement of the offering process and procedures and the information-sharing mechanism
For public companies, securities companies and securities investment fund management companies, Decree 200 clarifies that private placements of convertible bonds and bonds with warrants are conducted under a registration mechanism with the SSC, instead of the previous approval mechanism[9].
For other enterprises, the Corporate Bond offering process continues to follow the principle that the enterprise self-assesses its satisfaction of the offering conditions and sends the pre-offering information disclosure to investors registering to purchase the bonds and to the Stock Exchange for consolidation and reporting on the Corporate Bond issuance situation[10].
Notably, Decree 200 introduces an entirely new provision to enhance regulators’ access to information on issuances within their respective management remit, while supporting the monitoring and supervision of Corporate Bond issuances by enterprise category. Accordingly, within 01 working day from receipt of the pre-offering information disclosure or information on the offering results, the Stock Exchange must share information on the offering through the Corporate Bond Information Portal with the provincial-level People’s Committee (for an enterprise that is not a public company) or the SSC (for a public company) for monitoring and consolidation of information on enterprises’ bond issuances (https://cbonds.hnx.vn/)[11].
- Addition of certain information disclosure events
Decree 200 adds a number of circumstances in which an issuer must make extraordinary information disclosure. Accordingly, an issuer must make extraordinary information disclosure upon (i) receiving a legally effective judgment or decision of a court; (ii) receiving a decision imposing a penalty for a violation of tax laws; and (iii) changing its legal representative[12].
In addition, Decree 200 tightens the periodic information disclosure requirements applicable to issuers’ financial statements. Specifically, Decree 200 removes the provision allowing an enterprise to disclose financial statements with figures certified by an internally competent authority where the financial statements have not yet been audited or reviewed. Instead, the issuer must disclose annual financial statements audited and semi-annual financial statements reviewed by an eligible audit firm[13]. This provision helps limit the disclosure of financial figures based solely on internal certification, thereby enhancing the transparency, reliability and independent verifiability of financial information disclosed to investors.
- Expansion of content on the Corporate Bond Information Portal
Decree 200 adds certain information to the Corporate Bond Information Portal, including the value of bonds issued and the credit rating results for bonds that are subject to mandatory credit rating requirements[14].
The Corporate Bond Information Portal also adds information on the registration for trading of privately placed Corporate Bonds in the domestic market, including the first trading date, adjustments to the number of bonds registered for trading, cancellation of trading registration, changes to information on the enterprise registering for trading and changes to information on the bonds registered for trading[15].
Expanding the scope of information centralised on the Corporate Bond Information Portal enhances access to information on bond issuances and trading and provides a basis for data sharing among regulatory authorities.
[1] Article 5.1 Decree 200.
[2] Article 11.3 Decree 200.
[3] Article 50.8 Decree 200.
[4] Article 45.2 Decree 200.
[5] Article 11.6(dd) Decree 200.
[6] Article 1.19(b) Law No. 76/2025/QH15 amending and supplementing a number of articles of the Law on Enterprises dated 17 June 2025.
[7] Article 13.1(d) Decree 200.
[8] Article 13.1(d) Decree 200.
[9] Articles 19.2 and 19.3 Decree 200.
[10] Article 15 of Decree 200.
[11] Articles 15.2, 15.6, 17.2(b) and 17.2(e) of Decree 200.
[12] Article 32 of Decree 200.
[13] Articles 31.2(a) and 37.2(a) of Decree 200.
[14] Article 38.2(a) of Decree 200.
[15] Article 38.2(c) of Decree 200.
Disclaimer: This article is prepared by PTN Legal LLC (“PTN Legal”) solely for the purpose of providing reference information to readers. PTN Legal does not commit to or guarantee the accuracy or completeness of this information. The content of the article may be amended, adjusted, or updated without prior notice. PTN Legal shall not be liable for any errors or omissions in this article or for any damages arising from its use in any circumstances.
This article was prepared by Thao Vu, Paralegal.