65% bondholder approval required for changes to bond issuance purposes

Under Clause 2, Article 5 of Decree No. 200/2026/ND-CP, enterprises may issue bonds for implementation of investment projects, restructuring of their own debts, or other purposes prescribed by specialized laws. Enterprises must clearly specify the issuance purpose in the bond issuance plan and disclose such information to investors. Proceeds from bond issuance must be used for the purposes already disclosed.

Clause 4, Article 5 of Decree No. 200/2026/ND-CP further provides that enterprises may change the issuance purpose or amend bond terms and conditions only when multiple conditions are simultaneously satisfied.

Specifically, such changes must be approved by the competent authority that has approved the bond issuance plan. In the case of a change in the issuance purpose, the new purpose must still fall within the purposes for which bond issuance is permitted by law.

Notably, enterprises may make such changes only with the approval of bondholders representing at least 65% of the total outstanding bonds of the same type. This is considered an important condition to ensure bondholders’ participation in decisions on changes that may directly affect the use of proceeds and the enterprise’s ability to fulfill its debt obligations.

In addition, for bondholders who do not agree to the change in the issuance purpose or amendments to bond terms and conditions, the enterprise must complete the early redemption of their bonds before implementing such changes. This provision helps protect the interests of investors who do not consent to the proposed adjustments.

Furthermore, Clause 3, Article 5 of Decree No. 200/2026/ND-CP requires proceeds from bond issuance to be separately monitored by enterprises to ensure that they are used in accordance with the bond issuance plan and information disclosed to investors. This requirement is intended to enhance transparency in the management and use of capital raised through bond issuance.

For bonds issued before the promulgation of this Decree, Article 50 of Decree No. 200/2026/ND-CP also provides transitional provisions regarding amendments to bond terms and conditions. Accordingly, for bonds issued before the effective date of Decree No. 65/2022/ND-CP (i.e., before September 16, 2022), any amendment to bond terms and conditions must still be approved by bondholders representing at least 65% of the total outstanding bonds.

Where any bondholder does not agree to the proposed amendments, the issuing enterprise is responsible for negotiating to ensure the investor’s legitimate interests. If no agreement can be reached, the enterprise must continue to fully perform its obligations under the bond issuance plan already disclosed.