Following the enactment of the Law Amending the Law on Securities, the Law on Accounting, the Law on Independent Auditing, the Law on State Budget, the Law on Management and Use of Public Assets, the Law on Tax Administration, the Law on Personal Income Tax, the Law on National Reserves, and the Law on Handling of Administrative Violations 2024 (“Law No. 56/2024/QH15“) by the National Assembly on 29 November 2024, the Government issued Decree 245/2025/ND-CP amending Decree 155[1] (“Decree 245″) on 11 September 2025, providing detailed regulations for the implementation of certain articles of Law No. 56/2024/QH15.

Within the scope of this article, we will focus solely on analyzing the new provisions in Law No. 56/2024/QH15, as specifically regulated by Decree 245, that relate to the issuance of corporate bonds (“CB“), thereby clarifying the legal and practical impacts on issuing enterprises (“IE“) and investors in the market.

1. Expansion of the scope of professional securities investors:

A professional securities investor (PSI) is defined as “an investor with financial capacity or expertise in securities“[2]. Law No. 56/2024/QH15 stipulates that, in addition to the previously prescribed subjects, PSI now include “foreign investors being foreign national individuals or organizations established under foreign law conducting investment and business activities in Vietnam” [3] to attract foreign organizations and individuals to participate in the Vietnamese securities market.

Regarding the aforementioned change, Decree 245 (amending Decree 155) provides regulations on the dossier for identifying a foreign PSI as follows[4]:

• Foreign individuals: may use their securities trading codes, valid passports, or other legally authenticated documents containing foreign nationality information.
• Foreign organizations: may use the investor’s securities trading code confirmation document; the establishment and operation license or the enterprise registration certificate or equivalent document confirming the completion of business registration; the tax registration certificate; organizational documents from the database system of the competent foreign regulatory authority confirming the organization’s establishment in that country; the investment fund registration certificate or confirmation of establishment registration or equivalent document issued by the competent foreign regulatory authority (if applicable), or the Charter or Prospectus or trust agreement or capital contribution agreement or equivalent documents in cases where the competent foreign regulatory authority does not issue or confirm the investment fund’s establishment registration in accordance with foreign law.
• Government-affiliated organizations or international financial organizations: may use the certificate of investment fund registration or confirmation of establishment registration or equivalent document issued by the competent foreign regulatory authority (if applicable), or the Charter or Prospectus or trust agreement or capital contribution agreement or equivalent documents in cases where the competent foreign regulatory authority does not issue or confirm the investment fund’s establishment registration in accordance with foreign law, which stipulates that the organization is a Government-affiliated organization or an international financial organization.

2. Mandatory credit rating requirement for public offerings of CB

According to Decree 245, the conditions for the public issuance of CB have been tightened and expanded compared to Decree 155. Previously, the requirement for a credit rating (CR) only applied to IE with a total value of mobilized bonds exceeding VND 500 billion and 50% of the owner’s equity in a 12-month period, or with a total outstanding bond debt exceeding 100% of the owner’s equity. Now, all IE or CB registered for public offering are mandatorily required to be credit rated, except for bonds issued by credit institutions or those fully guaranteed for payment of principal and interest. Furthermore, the credit rating agency must be independent and not related to the IE, aiming to ensure the objectivity of the rating results[5].

Independent credit rating agencies are defined under Decree 245 to include: (i) Moody’s, Standard & Poor’s, Fitch Ratings; and (ii) credit rating enterprises granted a Certificate of eligibility for business by the Ministry of Finance[6].

This regulation on CR for the public offering of CB currently also impacts private placement of corporate bonds because Decree 153 requires the private placement dossier for CB to include CR results “if the issuing enterprise falls under the cases subject to a credit rating and the time of application as stipulated in Clause 2, Article 19 of Decree 155” [7].

Accordingly, the amendment to Article 19.2 of Decree 155 may lead to two different interpretations regarding the conditions for private placement of CB after 11 September 2025:

Interpretation 1: Since Article 12.2 of Decree 153 refers to Article 19.2 of Decree 155, when Decree 155 is amended, this regulation is also applied to private placement CB. That is, to be safe, from 11 September 2025, private placement CB in all cases will require a CR for the IE. The practical application of this regulation imposes significant costs and burdens on all IE, even those CB issuances intended only for large professional organizations (e.g., banks, securities companies) to hold for the entire term of the CB.

Interpretation 2: A more flexible approach may interpret that (i) the IE must obtain a CR if it falls under the cases stipulated in Article 19.2 of Decree 155; and (ii) the IE must obtain a CR for the private placement CB if it is expected to be sold to individual PSI, effective from 1 January 2026. This view is based on the following grounds:

• Pursuant to Article 1.3 and Article 10.2 of Law No. 56/2024/QH15, adopted by the National Assembly on 29 November 2024, amending Article 11 of the Law on Securities 2019, organizational PSI are permitted to purchase, trade, and transfer privately placed CB; and individual PSI are permitted to purchase, trade, and transfer privately placed CB only if (i) they have a CR and collateralized assets or (ii) they have a CR and payment guarantee from a credit institution. Thus, it can be understood that the IE is permitted to issue private placement CB without a CR if all transactions related to the CB occur only with PSI being organization.
• The fact that Decree 153 refers to Decree 155 can be interpreted as the lawmakers choosing to refer to Article 19.2 of Decree 155 instead of repeating the specific content in Decree 153. Therefore, the amendment of the content of Article 19.2 of Decree 155 by Decree 245 does not automatically and implicitly change the corresponding regulation in Decree 153.
• Based on the Report on policy impact assessment and the Summary report on explanations and receptions of comments related to the drafting of Decree 245, it is clear that the requirements for the CR of the IE or the CB are linked to cases of public offering of CB (specifically guiding the content of Article 1.6(b) of Law No. 56/2024/QH15).

Interpretation 1 is considered the stringent and safer interpretation for entities involved in CB issuance activities. Therefore, IE are required to obtain a CR when issuing CB. Some securities companies have submitted official requests to the competent state agencies seeking guidance and the application of Interpretation 2; however, we are currently informed that there has been no official response on this matter.

3. Enhanced responsibility in the preparation and certification of dossiers and reporting documents

Decree 245 stipulates: “Organizations and individuals participating in the preparation, certification, and signing of dossiers and reporting documents related to the offering, issuance, listing, trading registration, registration, depository, clearing, and settlement of securities transactions, and other dossiers and documents related to securities and the securities market activities, shall be responsible for such dossiers and reporting documents in accordance with law” [8]. Decree 245 also allows the use of electronic identification accounts when carrying out administrative procedures, which have legal validity equivalent to traditional paper documents, thereby contributing to the simplification and digitization of securities management processes[9].

Furthermore, the IE and bond investors should note the following contents[10]:

• The IE shall be responsible for: (i) disclosing information fully, accurately, and timely; (ii) ensuring investors’ access to information regarding decisions related to the offering and issuance of bonds and other information required to be publicly disclosed by the enterprise in accordance with enterprise law and securities law; and (iii) complying with corporate governance regulations, obligations under commitments and agreements between the IE and shareholders/contributing members, and investors, in accordance with the IE’s charter and relevant legal provisions;
• Bond Investors shall be responsible for: (i) fully accessing the contents of the information disclosed by the IE; (ii) self-evaluating and taking responsibility for their investment decisions and bearing all risks arising from the investment and bond transactions; and (iii) clearly understanding and complying with regulations on investment and trading in the securities market.

4. Additional conditions for the public offering of bonds

Decree 245 specifies the conditions associated with the public offering of bonds as set forth in Law No. 56/2024/QH15, as follows[11]:

• The IE or the CB registered for offering must be subject to a CR by an independent credit rating agency, except for bonds issued by credit institutions or bonds fully guaranteed for payment of principal and interest by a credit institution, a foreign bank branch, a foreign financial institution, or an international financial organization. The credit rating agency must not be a related person of the IE;
• The IE must have a Bondholders’ Representative as stipulated in Article 24 of Decree 155;
• The IE must have a debt-to-equity ratio (including the face value of the anticipated CB issuance) that does not exceed 05 times the owner’s equity of the IE according to the audited financial statement of the nearest accounting period, except for IEs that are state-owned enterprises, enterprises issuing bonds to implement real estate projects, credit institutions, insurance enterprises, reinsurance enterprises, insurance brokerage enterprises, securities companies, or fund management companies. This debt-to-equity ratio shall not include the face value of the anticipated CB issuance intended for debt restructuring, and the enterprise is not permitted to change the purpose of capital use for debt restructuring; and
• In case the IE issues bonds to the public in multiple offerings, the face value of the bonds anticipated to be issued in each offering shall not be greater than the owner’s equity.
• In case the CB issued are fully guaranteed for payment of principal and interest by a credit institution, a foreign bank branch, a foreign financial institution, or an international financial organization, the IE shall not be required to comply with the condition on the debt-to-equity ratio and the face value of the anticipated CB issuance as stipulated in Articles 19.4 and 19.6 of Decree 155, as amended and supplemented by Decree 245.

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[1] Decree No. 155/2020/ND-CP dated 31 December 2020 on elaboration of some Articles of the Law on Securities (“Decree 155”).

[2] Article 11 of the Law on Securities 2019.

[3] Article 1.3 of Law No. 56/2024/QH15.

[4] Articles 5.6, 5.7 and 5.8 of Decree 155, as supplemented by Article 1.2(b) of Decree 245.

[5] Article 19.2 of Decree 155, as amended and supplemented by Article 1.8(a) of Decree 245.

[6] Article 3.57 of Decree 155, as supplemented by Article 1.1(c) of Decree 245.

[7] Article 12.2 of Decree No. 153/2020/ND-CP dated 31 December 2020 on prescribing private placement and trading of privately placed corporate bonds in domestic market and offering of corporate bonds in international market (“Decree 153”).

[8] Article 6.1(a) of Decree 155, as amended and supplemented by Article 1.3(b) of Decree 245.

[9] Article 6.9 of Decree 155, as supplemented by Articles 1.3(c) and 1.3(d) of Decree 245.

[10] Articles 6.1a and 6.1b of Decree 155, as supplemented by Article 1.3(c) of Decree 245.

[11] Articles 19.3, 19.4, 19.5, 19.6 and 19.7 of Decree 155, as supplemented by Article 1.8(b) of Decree 245.