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The Government has tightened the responsibilities of issuers of privately placed corporate bonds, requiring them to separately monitor and manage bond proceeds, disclose capital-use purposes, and take responsibility for debt repayment and investor-related disputes.
Under Government Decree 200/2026/ND-CP of June 5, 2026, which regulates the private placement and trading of corporate bonds in the domestic market and the offering of corporate bonds in international markets, bond-issuing enterprises must comply with the principle of self-borrowing and self-repayment. They must also bear responsibility for the efficiency of capital use and their ability to fulfil debt repayment obligations. They are also responsible for all disputes and complaints arising from bond issuance, the use of proceeds, and the payment of bond principal and interest.
Proceeds raised from bond issuance must be separately monitored and managed, and used only for the purposes already disclosed. For green bonds, proceeds must be separately accounted for and used for projects included in the green taxonomy or projects that bring environmental benefits in accordance with the law on environmental protection.
For domestically issued bonds, any change to bond terms and conditions or to the issuance purpose must be approved by the body competent to approve or accept the issuance plan and consented to by bondholders representing at least 65 per cent of the total outstanding bonds of the same type. Issuers must also complete early redemption for bondholders who do not approve the proposed changes.
For bonds offered in international markets, enterprises must comply with both Vietnamese law and regulations of the issuing markets. Early redemption, bond swaps and bond conversions must comply with regulations of the issuing markets and Vietnam’s foreign-exchange management rules.
The decree further requires issuers to use proceeds for the stated purposes, pay bond principal and interest in full and on time, and fulfil any rights attached to bonds in accordance with the issuance terms.
Bond-issuing enterprises must bear responsibility before law and investors for the accuracy, truthfulness, completeness and validity of information declared in private-placement dossiers, offering registration dossiers and pre-issuance disclosure documents. They are also required to provide investors with full information on issuance plans, legal risks, investment risks, risks in the use of proceeds, and the rights, interests and legal responsibilities of issuers and investors.
- (VLLF)
