The Government has issued Decree No. 200/2026/NĐ-CP dated June 5th, 2026, on the offering and trading of privately-placed corporate bonds in the domestic market and the offering of corporate bonds in the international market, taking effect from the date of signing.

Scope and Subjects of Application

The Decree comprises 8 chapters and 51 articles, governing the offering and trading of privately-placed corporate bonds within Vietnam's territory, as well as the offering of corporate bonds in the international market. The Decree does not cover public bond offerings under the Securities Law No. 54/2019/QH14 (as amended and supplemented by Law No. 56/2024/QH15).

The subjects of application include joint stock companies and limited liability companies established and operating under Vietnamese law, together with relevant agencies, organisations, and individuals involved in bond issuance and trading activities.

Core Principles

A key feature of the Decree is the principle of self-borrowing, self-repayment, and self-accountability for the efficiency of capital use and debt repayment capacity. Issuers bear full responsibility for all disputes and complaints relating to the issuance, use of proceeds, and repayment of bond principal and interest.

Regarding the purpose of issuance, corporates may only raise capital through bonds to implement investment projects under the Investment Law No. 143/2025/QH15, to restructure their own existing debt, or for other purposes as stipulated under relevant sector-specific legislation. Any changes to the terms and conditions of the bonds as specified in Article 6 of this Decree, or changes to the purpose of issuance set out in the issuance plan approved or consented to by the competent authority, and in the information disclosed to investors, shall be subject to compliance with the provisions of Clause 4, Article 5 of this Decree.

For green corporate bonds, proceeds must be accounted for and monitored separately, and may only be used for projects classified under the green taxonomy pursuant to environmental protection legislation.

Specific Issuance Conditions

The Decree sets out a number of fundamental terms and conditions:

Face value: Bonds offered in the domestic market must have a minimum face value of VND 100 million or multiples thereof. Bonds offered in the international market shall follow the requirements of the relevant issuance market.

Currency of issuance: Domestic bonds are issued and settled in Vietnamese dong; international bonds are issued in foreign currency in accordance with the rules of the relevant issuance market and in compliance with foreign exchange management regulations.

Nominal interest rate: Fixed, floating, or combined interest rates may be applied. Where a floating or combined rate is used, the issuer must clearly disclose the reference basis for rate determination. For credit institutions issuing domestic bonds, the interest rate must comply with applicable regulations on interest rates for credit institutions.

Responsibilities of Issuers

In addition to the obligation to use proceeds for their intended purposes, issuers must make full and timely payment of bond principal and interest; are responsible for the accuracy, truthfulness, and completeness of all information contained in the offering documents; and are obliged to explain to investors the issuance plan and the associated legal, investment, and capital-use risks.

At the governance level, the General Meeting of Shareholders, Board of Directors, Members' Council, or owner of the enterprise is responsible for approving the issuance plan and for monitoring and supervising the entire process of capital raising, use of proceeds, and bond repayment in accordance with the approved plan.

Further detail at Nghị định số 200/2026/NĐ-CP.