I.      Legal Framework

Vietnam has been gradually developing and improving its regulatory framework that governed both the primary market issuance and secondary market trading of bonds. Many of the relevant laws and regulations for the bond market have been in place since the late 1990s and continue to be revised and adjusted to the requirements of modern financial and capital markets, with significant revisions and additions, particularly since 2010.

Viet Nam features a multitiered legislative and regulatory system structure to govern the bond market, which is categorised into 4 groups: government bond market, government-guaranteed bond market, local government bond market and corporate bond market. The legal framework for the operation of the whole bond market was issued fully from the laws to decrees - which provide detailed guidance on the implementation of the laws - and to circulars - which provide detailed guidance on the implementation of the laws and decrees.

Bonds are securities and therefore offering and trading of these debt instruments are regulated by securities regulations. The key function of regulating bonds and the whole bond market falls to the Law on Securities, which was first promulgated in June 2006 as Law No. 70/2006/QH11 and amended in November 2010 by Law No. 62/2010/QH12 (the “2010 Securities Law”). The new 2019 Securities Law No. 54/2019/QH14, which was promulgated on 26 November 2019, will supersede the 2010 Securities Law from 1 January 2021.

In addition to the 2010 Securities Law, the bond market in Vietnam is regulated by the following major legal documents:

Government bonds, government-guaranteed bonds and local government bonds

-       Decree No. 01/2011/ND-CP dated 5 January 2011 of the Government regulating issuance of government bonds, government-guaranteed bonds and local government bonds (as amended by Decree No. 95/2018/ND-CP dated 30 June 2018 regulating issuance, registration, depositing, listing and trading of government debt instruments on the securities market, Decree No. 91/2018/ND-CP dated 26 June 2018 of the Government regulating issuance and management of government guarantee and Decree No. 51/2015/ND-CP dated 26 May 2015 of the Government regulating issuance of legal opinions)

-       Decree No. 95/2018/ND-CP dated 30 June 2018 of the Government regulating issuance, registration, depositing, listing and trading of government debt instruments on the securities market

-       Decree No. 93/2018/ND-CP dated 30 June 2018 of the Government regulating local government debt management

-       Decree No. 91/2018/ND-CP dated 26 June 2018 of the Government regulating government-guaranteed issuance and management

-       Circular No. 15/2018/TT-BTC dated 7 February 2018 of the Ministry of Finance regulating costs of issuance, swap, repurchase and payment of principal and interest of Government bonds, Government-guaranteed bonds and local government bonds

-       Circular No. 110/2018/TT-BTC dated 15 November 2018 of the Ministry of Finance providing guidance on repurchase and swap of government debt instruments, government-guaranteed bonds and local government bonds in the domestic market

-       Circular No. 30/2019/TT-BTC dated 28 May 2019 of the Ministry of Finance providing guidance on registration, depositing, listing, trading and settlement of government debt instruments, government-guaranteed bonds issued by banks for social policies and local government bonds

-       Circular No. 99/2015/TT-BTC dated 29 June 2015 of the Ministry of Finance providing guidance on the issuance of government-guaranteed bonds

-       Circular No. 100/2015/TT-BTC dated 29 June 2015 of the Ministry of Finance providing guidance on the issuance of local government bonds in the domestic market

-       Circular No. 22/2013/TT-NHNN dated 24 September 2013 of the State Bank of Vietnam providing guidance on procedures for registration and change registration of foreign loans and the issuance of international bonds guaranteed by the government

-       Circular No. 17/2013/TT-NHNN dated 17 July 2013 of the State Bank of Vietnam providing guidance on foreign exchange control with regard to the issuance of international bonds by enterprises that are not guaranteed by the government

-       Circular No. 32/2004/TT-BTC dated 12 April 2004 of the Ministry of Finance providing guidance on the issuance of government bonds through the state treasury system (as amended by Circular No. 31/2005/TT-BTC dated 20 April 2005)

-       Circular No. 111/2018/TT-BTC dated 15 November 2018 of the Ministry of Finance providing guidance on issuance and settlement of government debt instruments in the domestic market

-       Circular No. 107/2020/TT-BTC dated 21 December 2020 of the Ministry of Finance providing guidance on repo transactions of government bonds from temporarily idle state budget of Vietnam State Treasury. (come into force as of 1 April 2021)

-       Decision No. 750/QD-SGDHN dated 1 September 2017 of Hanoi Stock Exchange issuing procedures concerning transaction of government bonds, government-guaranteed bonds and local government bonds at Hanoi Stock Exchange.

-       Decision No. 158/QD-NHNN date 27 July 2017 of the State Bank of Vietnam issuing procedures regarding transaction settlement of government bonds, government-guaranteed bonds and local government bonds at the State Bank of Vietnam.

-       Decision No. 06/QD-VSD dated 2 January 2020 of Vietnam Security Depository regulating transaction settlement of government debt instruments, government-guaranteed bonds issued by Vietnam Development Bank and local government bonds issued by Vietnam Security Depository. (replacing Decision No. 136/QD-VSD dated 14 July 2017 of Vietnam Security Depository)

-       Decision No. 770/QD-SGDHN dated 30 December 2020 of Hanoi Stock Exchange issuing procedures concerning transaction of government debt instruments, government-guaranteed bonds issued by Vietnam Development Bank and local government bonds. (replacing Decision No. 501/QD-SGDHN dated 5 July 2017 of Hanoi Stock Exchange issuing procedures concerning transaction of government bonds, government-guaranteed bonds and local government bonds.)

Corporate bonds

-       Decree No. 153/2020/ND-CP dated December 31 2020 on provisions on private offering and trading of corporate bonds in the domestic market and offering corporate bonds to the international market (replacing Decree No. 163/2018/ND-CP dated 4 December 2018 of the Government regulating issuance of corporate bonds)

-       Decree No. 155/2020/ND-CP dated December 31 2020 providing guidance on Securities Law. (replacing Decree No. 58/2012/ND-CP dated 20 July 2012 of the Government guiding the implementation of the 2010 Securities Law, Decree No. 60/2015/ND-CP dated 26 June 2015, Decree No. 86/2016/ND-CP dated 1 July 2016 and Decree No. 151/2018/ND-CP dated 7 November 2018)

-       Decree No. 156/2020/ND-CP dated December 31 2020 on penalties for administrative violations against regulations on securities and securities market. (replacing Decree No. 145/2016/ND-CP dated 01 November 2016, on amendments to the Government’s Decree No. 108/2013/ND-CP on penalties for administrative violations against regulations on securities and securities market)

-       Circular No. 34/2013/TT-NHNN dated 31 December 2013 of the State bank of Vietnam regulating domestic issuance of promissory notes, bills, deposit certificates and bonds by credit institutions and branches of foreign banks (as amended by Circular No. 33/2019/TT-NHNN dated 31 December 2019)

-       Circular No. 96/2020/TT-BTC dated 16 November 2020 of the Ministry of Finance providing guidance on disclosure of information on the securities market. (replacing Circular No. 155/2015/TT-BTC dated 6 October 2015 of the Ministry of Finance providing guidance on disclosure of information on the securities market)

-       Circular No. 22/2016/TT-NHNN dated 30 June 2016 of the State bank of Vietnam regulating purchase of corporate bonds by credit institutions and branches of foreign banks (as amended by Circular No. 15/2018/TT-NHNN dated 18 June 2018)

-       Circular No. 162/2015/TT-NHNN dated 28 October 2015 of the State Bank of Vietnam providing guidance on public offering, stock swap, issuance of additional stocks, repurchase of stocks, sale of treasury stocks and tender offer. (remain in effect until 14 February 2021)

-       Circular No. 202/2015/TT-BTC dated 18 December 2015 of the Ministry of Finance providing guidance on listing of securities on stock exchanges (as amended by Circular No. 29/2017/TT-BTC dated 12 April 2017)

-       Circular No. 118/2020/TT-BTC dated 31 December 2020 of the Ministry of Finance providing guidance on several points of offering, issuing stocks, public offering, repurchasing stocks, registering as public companies and abolishing the legal status of public companies. (come into force as of 15 February 2021)

II.    Regulatory Bodies

Pursuant to the 2010 Securities Law, the following regulatory agencies are responsible for regulating securities market (including the bond market) and securities industry:

(a)    The Ministry of Finance (MoF) is the main regulator authorised by the Government to administer securities and securities market.

(b)    The State Securities Commission (SSC) is the subordinate agency under the MoF, which is empowered to oversee the securities market and enforce the 2010 Securities Law.

In addition, the State Bank of Vietnam (SBV) - the main regulator of banking industry is in charge of overseeing credit institutions in case these institutions issue or invest in debt instruments.

There are semi regulatory bodies which are authorised to exercise certain regulatory powers in respect of securities market.  They include:

(a)    Ho Chi Minh City Stock Exchange (HOSE) and Hanoi Stock Exchange (HNX) providing securities trading platform are empowered to issue listing, trading and disclosure rules in connection with securities transactions and market participants.  HNX is authorised to oversee issuers’ disclosure relating to private offerings of corporate bonds.

(b)    Vietnam Security Depository providing clearing and settlement platform is empowered to issue rules on clearing, settlement and custody of listed securities.