On 05 June 2026, the Government issued Decree No. 200/2026/ND-CP regulating the private placement and trading of corporate bonds (“CBs“) in the domestic market and the placement of CBs in the international market (“Decree 200“). This Decree replaces the Decree No. 153/2020/ND-CP of the Government dated 31 December 2020 on the private placement and trading of CBs in the domestic market and the placement of CBs in the international market, which was amended and supplemented by the Decree No. 65/2022/ND-CP dated 16 September 2022 and Decree No. 08/2023/ND-CP dated 05 March 2023 (hereinafter collectively referred to as “Decree 153“).
In order to help readers promptly grasp the important changes in the legal framework governing private CBs trading activities, this article summarizes the notable changes regarding private CBs placements for enterprises not being listed companies, securities companies, and fund management companies in the domestic market under Decree 200 compared to Decree 153.
- Purposes of CBs issuance and plans for capital utilization
a. Issuance purpose
According to Article 5.2 of Decree 200, the permitted purpose for the private placement of CBs in the domestic market is “to implement investment projects in accordance with the forms of investment specified in the Investment Law No. 143/2025/QH15, restructure the debt of the enterprise itself, or for issuance purposes prescribed by specialized laws“.
However, according to the conclusions of the Government Inspectorate regarding violations in private CBs placements[1], although CBs are permitted to be issued for purposes under specialized laws as stated above, issuing enterprises are not allowed to state contingency purposes such as “for issuance purposes prescribed by specialized laws” to ensure information transparency for the placement. Decree 200 has removed the implementation of “programs” from the permitted purposes for private CBs placement. It requires the issuance plan to provide specific information about the investment project, including: (i) The competent authority approving the project; (ii) The legal status of the project; (iii) The total investment value of the project; (iv) The investment risks of the project; and (v) The implementation status of the project (execution time, expected disbursement schedule)[2].
For CBs issued for debt restructuring purposes, details must be clearly specified regarding: (i) The creditor; (ii) the value; (iii) the term; (iv) the loan purpose; and (v) the expected payment schedule for the debts[3].
Accordingly, the issuance value of the bonds must be based on the total investment of the project or the value of the restructured debt[4], avoiding situations where money raised from bonds exceeds the required mobilization value, as observed in the violations concluded by the Government Inspectorate[5].
b. Plans for capital utilization
Capital raised from bond issuances must be tracked separately by the enterprise to ensure that capital usage and management align with the issuance purpose[6]. Decree 200 does not yet have specific guidance on the requirements and methods for tracking this capital source separately, however, the issuer must state the implementation measures in the bond issuance plan, as well as measures to track, manage, and supervise the capital utilization of a second party in cases where the second party uses the proceeds from the bond issuance for an investment project[7].
In addition, Decree 200 allows issuing enterprises to temporarily utilize idle capital before the scheduled disbursement date by depositing money at commercial banks or purchasing certificates of deposit at commercial banks, provided that this plan is clearly specified in the issuance plan[8].
- Responsibilities of entities and individuals related to reports and dossier documents
Decree 200 supplements provisions on the responsibilities of entities and individuals related to dossiers, documents, and reports to clearly define the responsibilities of parties involved in preparing and certifying dossiers and reports related to private CBs placement activities, which specifies responsibilities of competent authorities, organizations, and individuals receiving and processing dossiers; responsibilities of related service providers (dossier consulting organizations, issuance agents, auditing organizations, qualified auditors, signatories of audit or review reports, credit rating agencies, and asset valuation enterprises), specifically[9]:
a. The issuer, as well as entities and individuals involved in certifying the dossier, must be responsible before the law within the scope related to the dossier;
b. State authorities are responsible for reviewing the validity of registration dossiers for placements of convertible bonds and bonds attached to warrants of public companies, securities companies, and fund management companies based on the provided dossiers. They are not responsible for violations committed by the enterprise before or after the submission of dossiers and documents;
c. Dossier consulting organizations are responsible within the scope of their consultation, review, and examination of information in the dossier to ensure that analysis and evaluation are performed reasonably and prudently based on the provided information.
- Regulations related to professional securities investors
According to Decree 200, professional securities investors who are individuals are only allowed to participate in purchasing, trading, and transferring CBs (hereinafter referred to as “CBs Trading“) for private placements of convertible bonds, private placements of bonds attached to warrants, and private placements of non-convertible bonds without attached warrants, provided that such bonds have a credit rating and are secured by collateral or guaranteed for payment by a credit institution to ensure the full payment of the bond principal[10]. Furthermore, the collateral must not include shares/contributed capital of the issuer. This regulation is incorporated into Decree 200 to align with the Law on Enterprises[11] and the Law on Securities[12], loosening investment rules for individual professional securities investors when trading convertible bonds.
Decree 200 also regulates the responsibility of the issuing enterprise and service providers to determine the status of investors participating in CBs Trading, requiring the execution of a written confirmation of investor status according to the prescribed form[13]. Accordingly, only individual professional securities investors must sign a written confirmation stating that they have accessed the information, fully understand the risks, and take responsibility for their investment[14]. The new regulation has removed this requirement for institutional professional securities investors. For professional securities investors who have already purchased private CBs, it is not necessary to re-determine their professional securities investor status when they trade or transfer the purchased bonds[15].
Decree 200 adds a requirement for investors to use non-cash payment services when executing private CBs Trading[16]. Regarding changes to the basic terms and conditions of bonds as prescribed in Article 6 of Decree 200 and the purpose of bond issuance in the issuance plan, Decree 200 stipulates that one of the conditions for implementing such changes is that the issuing enterprise must repurchase the bonds before maturity from bondholders who do not approve the changes to the bond terms and conditions or the change in the issuance purpose in the issuance plan[17].
- CBs issuance dossiers
For CBs issuance dossiers, Decree 200 amends key points as follows[18]:
a. It requires that a bondholders’ representative is mandatory in cases where the bonds are secured or offered to individual professional securities investors;
b. It requires documents explaining, evaluating, and committing to fulfillment of the condition of paying full principal and interest when due, or fully paying due debts for 03 consecutive years prior to the placement, instead of just a written commitment from the enterprise as currently required;
c. It removes the provision allowing enterprises to use audited/reviewed fourth-quarter financial statements if the CBs are offered within 90 days from the end of the fiscal year;
d. It supplements the decision of the enterprise’s competent authority approving that the issuance dossier meets all conditions and that the information and documents in the issuance dossier are complete, valid, accurate, and truthful;
e. Bonds can only be secured via payment guarantees by credit institutions, foreign bank branches, overseas financial institutions, or international financial institutions in accordance with the law[19];
f. It supplements documents for bonds secured by assets icluding (i) documents on the legal status of the collateral; (ii) asset valuation documents prepared by an organization with asset valuation functions; (iii) documents proving ownership or right of use over the assets used to secure the bond payment; (iv) contracts between the owner or user of the bond collateral, the bondholders’ representative, and the issuing enterprise, along with a written commitment from the third-party asset owner regarding the use of such assets to secure the bond payment obligations (in case the bond is secured by third-party assets); (v) documents on the registration of security interests in accordance with the law on registration of security interests and securities law; and (vi) documents and information regarding the payment priority order for bondholders when liquidating collateral to pay debts.
g. It removes certain components from the issuance dossier, including: (i) periodic reports on the utilization of proceeds from bond placements for outstanding bonds, and moves this information into the information disclosure document; and (ii) written confirmations from bond investors.
- Information disclosure
a. Information disclosure prior to the placement:
According to Articles 14.4, 15.2, and Article 29.1 of Decree 200, the issuer must send the pre-placement information disclosure document, prepared in accordance with the guidance of the Minister of Finance, to bond investors and the stock exchange at least 1 working day prior to the expected date of the placement. However, up to the current moment, the Ministry of Finance has not yet issued a circular guiding the information disclosure regime under Decree 200, and Circular 76[20] has also expired since the date Decree 153 expired[21]. Therefore, disclosing information prior to bond placements will require additional guidance from the Ministry of Finance for implementation under the new regulations.
b. Information disclosure on placement results: Decree 200 increases the time limit for enterprises to disclose information to 10 days from the closing date of the placement or the completion date of the bond distribution[22].
c. Periodic information disclosure: Decree 200 only requires enterprises to periodically disclose reports on the utilization of proceeds from the placement until the mobilized funds are fully disbursed, instead of having to report until the bonds have no outstanding debt[23]. However, Decree 200 requires enterprises to periodically disclose the actual interest rates applied to interest periods prior to making interest payments for CBs that combine fixed and floating interest rates[24].
d. Extraordinary information disclosure: Decree 200 adds cases where enterprises must make extraordinary information disclosures, including[25]: (i) changes to the plan for capital utilization from the bond placement; (ii) late payments of principal and interest according to the disclosed issuance plan; and (iii) negotiation results with investors in case of late principal and interest payments; and the fulfillment of bond principal and interest payments after the period of delay.
- Regulations for multiple-stage CBs placements
Decree 200 only allows credit institutions to issue bonds in multiple stages[26], the purpose is to reduce prolonged distribution periods that risk information transparency and the tracking of capital utilization within enterprises. Meanwhile, credit institutions are subject to specialized management and supervision mechanisms under the law by the State Bank of Vietnam (“SBV”) regarding capital mobilization and utilization activities. Accordingly, 1 working day prior to each placement stage, the credit institution must disclose supplementary information to investors registered to buy the bonds and simultaneously send it to the Stock exchange[27].
- Other regulations
Decree 200 adds a definition for “placement commencement date”, which is the date on which money for purchasing bonds begins to be collected from investors[28]. However, we believe that the addition of this regulation overlaps with the definition of “issuance date”, which is considered the date confirming the issuing enterprise’s debt obligation for the bonds[29]. In addition, Decree 200 has replaced the term “placement closing date” with “placement completion date” while maintaining the same interpretation[30].
Regarding transitional provisions, for bonds issued under the regulations of Decree 153[31]: (i) CBs secured by shares/contributed capital of the issuer itself may continue to use such collateral to secure payment obligations for the bonds; and (ii) For CBs offered in multiple stages where the issuer submitted the pre-placement information disclosure for the first stage before Decree 200 took effect, subsequent placement stages continue to be carried out under Decree 153.
[1] Inspection Conclusion No. 276/KL-TTCP of the Government Inspectorate dated 05 May 2025 on compliance with legal policies regarding the private placement of corporate bonds and the utilization of proceeds from private corporate bonds.
[2] Article 10.1(b) of Decree 200.
[3] Article 10.1(b) of Decree 200.
[4] Article 6.2 of Decree 200.
[5] Notification No. 392/TB-TTCP of the Government Inspectorate dated 12 February 2026 concluding the inspection on compliance with legal policies regarding the private placement of corporate bonds and the utilization of proceeds from private corporate bonds.
[6] Article 5.3 of Decree 200.
[7] Article 10.1(u) of Decree 200.
[8] Article 10.(b) of Decree 200.
[9] Article 8 of Decree 200.
[10] Article 9.1(đ) of Decree 200.
[11] Article 128.2 Law on Enterprises.
[12] Article 11.1a and 11.1b Law on Securities.
[13] Article 9.3(c) of Decree 200.
[14] Article 9.4(d) of Decree 200.
[15] Article 9.2(c) of Decree 200.
[16] Article 9.4(h) of Decree 200.
[17] Article 5.4 of Decree 200.
[18] Article 10 and 14 of Decree 200.
[19] Article 4.4 of Decree 200.
[20] Circular No. 76/2024/TT-BTC of the Ministry of Finance dated 06 November 2024 guiding the information disclosure and reporting regimes on private placement and trading of corporate bonds in the domestic market and placement of corporate bonds in the international market (“Circular 76”).
[21] Article 57.2 of the Law on Promulgation of Legislative Documents 2025, as amended and supplemented from time to time.
[22] Article 32 of Decree 200.
[23] Article 31 of Decree 200.
[24] Article 31.4 of Decree 200.
[25] Article 32 of Decree 200.
[26] Article 13.3 of Decree 200.
[27] Article 29.2 of Decree 200.
[28] Article 4.10 of Decree 200.
[29] Article 4.9 of Decree 200.
[30] Article 4.11 of Decree 200.
[31] Article 50 of Decree 200.
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