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.

Vietnam features a multitiered legislative and regulatory system to govern the bond market, which is categorized into 4 groups: Government bond market, Government-guaranteed bond market, municipal 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 The new 2019 Securities Law No. 54/2019/QH14, which was promulgated on 26 November 2019, superseded the 2010 Securities Law from 1 January 2021.

In addition to the 2019 Securities Law, the bond market in Vietnam is regulated by the following major legal documents:

Government bonds, Government-guaranteed bonds, and municipal bonds

- Decree No. 01/2011/ND-CP dated 5 January 2011 of the Government regulating the issuance of Government bonds, Government-guaranteed bonds and municipal 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, and Decree No. 91/2018/ND-CP dated 26 June 2018 of the Government regulating the issuance and management of Government guarantee)

- Decree No. 83/2023/NĐ-CP dated 29 November 2023 amended and supplemented a number of articles in the Decree 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 the municipal debt management

- Decree No. 91/2018/ND-CP dated 26 June 2018 of the Government regulating the 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 settlement of principal and interest of Government bonds, Government-guaranteed bonds, and municipal bonds (as amended by Circular No. 110/2018/TT-BTC dated 15 November 2018 providing guidance on repurchase and swap of Government debt instruments, Government-guaranteed bonds and municipal bonds in domestic market, and Circular No. 111/2018/TT-BTC dated 15 November 2018 providing guidelines on the issuance and settlement of Government debt instruments in domestic market)

- Integrated document No. 47/VBHN-BTC dated 22 December 2020 combined 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 municipal bonds in the domestic market with Circular No. 81/2020/TT-BTC dated 15 September 2020

- 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 Vietnam Bank for Social Policies (VBSP) and municipal bonds

- Integrated document No. 15/VBHN-NHNN dated 13 January 2016 combining 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 issuance of international bonds guaranteed by the Government, and Circular No. 29/2015/TT-NHNN dated 22 December 2015

- 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’s 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 the issuance and settlement of Government debt instruments in the domestic market

- Integrated document No. 13/VBHN-BTC dated 4 July 2023 combining Circular No. 107/2020/TT-BTC dated 21 December 2020 of the Ministry of Finance providing guidance on repo transactions of Government bonds from the temporarily idle state budget of Vietnam State Treasury, and Circular No. 12/2023/TT-BTC dated 10 February 2023

- Decision No. 750/QD-SGDHN dated 1 September 2017 of Hanoi Stock Exchange issuing procedures regarding transactions of Government bonds, Government-guaranteed bonds and municipal bonds at Hanoi Stock Exchange

- Decision No. 1583/QD-NHNN date 27 July 2017 of the Governor of the SBV issuing procedures regarding the settlement of Government bonds, Government-guaranteed bonds and municipal bonds at the State Bank of Vietnam

- Decision No. 16/QĐ-HĐTV dated 10 August 2023 of Vietnam Securities Depository and Clearing Corporation (VSDC) regulating payment activities of Government debt instruments, Government-guaranteed bonds issued by VBSP, and municipal bonds. 

- Decision No. 770/QD-SGDHN dated 30 December 2020 of Hanoi Stock Exchange issuing procedures regarding transactions of Government debt instruments, Government-guaranteed bonds issued by VBSP, and municipal bonds. 

Corporate bonds

- Decree No. 153/2020/ND-CP dated 31 December 2020 regulating the private offering and trading of corporate bonds in the domestic market and the offering of corporate bonds to the international market (as amended by Decree No. 65/2022/NĐ-CP dated 16 September 2022 and Decree No. 08/2023/NĐ-CP dated 5 March 2023)

- Decree No. 155/2020/ND-CP dated 31 December 2020 providing guidance on Securities Law. 

- Integrated document No. 09/VBHN-BTC dated 6 May 2022 combining Decree No. 156/2020/ND-CP dated 31 December 2020 regulating penalties for administrative violations on securities market, and Decree No. 128/2021/NĐ-CP dated 30 December 2021

- Circular No. 01/ 2021/TT-NHNN dated 31 March 2021 prescribing issuance of promissory notes, treasury bills, deposit certificates and domestic bonds by credit institutions and foreign bank branches (as amended by Circular No. 12/2021/TT-NHNN prescribing credit institutions and foreign bank branches’ trading of promissory notes, treasury bills, deposit certificates and bonds domestically issued by other credit institutions and foreign bank branches)

- 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. 

- Circular No. 16/2021/TT-NHNN dated 10 November 2021 of the SBV regulating the corporate bond trading of credit institutions and foreign banks’ branches (as amended by Circular No.  03/2023/TT-NHNN)

-  Circular No. 118/2020/TT-BTC dated 31 December 2020 issued by the Ministry of Finance providing guidance on providing guidance on offering and issuance of securities, tender offer, share repurchase, registration and delisting of public companies.

- Circular No. 10/2022/TT-NHNN dated 29 July 2022 issued by the Governor of the SBV providing guidelines for management of foreign exchange for enterprises’ issuance of bonds without Government guarantee in international market.

II. Regulatory Bodies

Pursuant to the 2019 Securities Law, the following regulatory agencies are responsible for regulating securities markets (including the bond market) and the securities industry:

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

(b)    The State Securities Commission (SSC) is the subordinate agency under the MoF, empowered to oversee the securities markets and enforce the 2019 Securities Law.

In addition, the State Bank of Vietnam (SBV) - the principal regulator of the 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 authorized to exercise certain regulatory powers in respect to the 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 authorized to oversee issuers’ disclosure relating to private offerings of corporate bonds.

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