On 5 June 2026, the Government issued Decree No. 200/2026/ND-CP governing private placements of corporate bonds in the domestic market and international markets (“Decree 200”). Decree 200 took effect on 5 June 2026 and replaces Decree No. 153/2020/ND-CP, as amended and supplemented by Decree No. 65/2022/ND-CP and Decree No. 08/2023/ND-CP (collectively, “Decree 153”).

Within the scope of this article, we summarise below certain noteworthy provisions of Decree 200 relating to private placements of corporate bonds in the domestic market.

1. Clearer provisions on the purposes of bond issuance and the use of bond proceeds

Decree 200 provides greater clarity regarding the permitted purposes of bond issuance. Where bonds are issued to finance investment projects, Decree 200 specifies that the proceeds must be used to implement investment projects in accordance with the forms of investment prescribed by the Law on Investment.

To ensure compliance with the stated purposes for which the proceeds are raised, the bond-issuing enterprise (the “Issuer”) must separately monitor the proceeds from the bond issuance and ensure that such proceeds are used and managed in accordance with the approved purposes. Where the Issuer arranges for another entity, such as a subsidiary, to use the proceeds for an investment project, the Issuer must put in place measures to monitor, manage and supervise such’s entity use of the proceeds for the investment project in accordance with the issuance plan.

To optimise cash flow, where the proceeds are not yet required to be disbursed in accordance with the project schedule, the Issuer may temporarily place the proceeds on deposit with a commercial bank or use them to purchase certificates of deposit issued by a commercial bank. The plan for the use of temporarily idle proceeds must be clearly specified in the issuance plan. Once the scheduled disbursement date is reached, the Issuer must ensure that the proceeds are used for the approved purposes.

Decree 200 also introduces provisions permitting an Issuer to change the purpose of issuance or the terms and conditions of the bonds, provided that the amended issuance plan has been approved by the competent corporate authority, the amendment is approved by bondholders representing at least 65% of the total outstanding bonds of the same type, and the Issuer conducts an early redemption of the bonds held by bondholders who do not approve the change to the purpose of issuance or the terms and conditions of the bonds.

2. Separate conditions, documentation, processes and procedures according to the category of issuing enterprise

To facilitate implementation, compliance management and the handling of violations, Decree 200 separately sets out the conditions, registration documents, processes and procedures applicable to the following two categories of Issuers:

(a) Public companies, securities companies and securities investment fund management companies; and
(b) companies that are not public companies, securities companies or securities investment fund management companies.

In relation to the conditions for a private placement, in addition to the conditions previously prescribed under Decree 153, Decree 200 introduces a further requirement that the Issuer’s total liabilities, including the value of the bonds proposed to be issued, must not exceed five times its owners’ equity, in line with the amended Law on Enterprises.

This additional condition does not apply to Issuers that are State-owned enterprises, enterprises issuing bonds to implement real estate projects, credit institutions, insurance enterprises, securities companies or securities investment fund management companies.

3. Clearer responsibilities of Issuers and relevant organisations and individuals

Compared with Decree 153, Decree 200 imposes a number of additional responsibilities on Issuers. In particular:

(a) The Issuer is responsible for explaining to investors the information relating to the issuance plan, legal risks, investment risks, risks associated with the use of proceeds, and the rights, interests and legal responsibilities of both the Issuer and the investors; and
(b) The Issuer is responsible for all disputes and complaints relating to the issuance, the use of proceeds and the payment of bond principal and interest.

At the same time, Decree 200 specifies the responsibilities of organisations and individuals involved in the preparation of the files, documents and reports used in connection with a bond issuance.
It also clarifies the responsibilities of service providers, including issuance documentation advisers, issuing agents, audit firms, qualified auditors, persons signing audit or review reports, credit rating agencies and valuation enterprises. In addition, Decree 200 sets out more clearly the responsibilities of the bondholders’ representative.

4. Clearer distinction among categories of investors

For the first time, Decree 200 expressly identifies the categories of investors permitted to purchase, trade and transfer privately placed corporate bonds, as follows:

(a) Institutional professional securities investors, as defined under the Law on Securities, may purchase, trade and transfer:
(i) privately placed non-convertible bonds without warrants; and
(ii) privately placed convertible bonds and privately placed bonds with warrants.
(b) Individual professional securities investors, as defined under the Law on Securities, may purchase, trade and transfer:
(i) privately placed convertible bonds issued by public companies, securities companies and securities investment fund management companies; and
(ii) the following bonds, provided that the bonds have obtained a credit rating and are either secured by assets or subject to a payment guarantee issued by a credit institution: privately placed bonds with warrants and privately placed non-convertible bonds without warrants issued by public companies, securities companies and securities investment fund management companies; and privately placed convertible bonds, privately placed bonds with warrants and privately placed non-convertible bonds without warrants issued by companies that are not public companies, securities companies or securities investment fund management companies.
(c) Strategic investors may purchase, trade and transfer privately placed convertible bonds and privately placed bonds with warrants, provided that they are investors selected by the General Meeting of Shareholders based on criteria relating to financial capacity and technological expertise and have committed to cooperate with the company for a period of at least three years.

A noteworthy provision of Decree 200 is that, where bonds are secured by assets or subject to a payment guarantee, the security or payment guarantee must secure the full payment of the bond principal. The security assets must not comprise shares, stocks, bonds or capital contributions issued by or held in the Issuer itself.

5. Enhanced information transparency

To safeguard the lawful rights and interests of investors, Decree 200 introduces additional requirements for periodic and extraordinary information disclosure. Accordingly, an Issuer must continue to make periodic and extraordinary disclosures until the bonds are no longer outstanding. Information on the use of proceeds must be disclosed until either all proceeds raised from the issuance have been fully disbursed or the bonds are no longer outstanding, whichever occurs first.

(a) Periodic information disclosure
(i) Every six months and annually, based on the Issuer’s financial year, and until the bonds are no longer outstanding, the Issuer must make periodic disclosures to investors and submit the disclosed information to the Stock Exchange.
(ii) Within five working days from the date on which the bonds are no longer outstanding, the Issuer must disclose to investors and submit to the Stock Exchange information confirming that it has fully discharged its obligations to investors, including the full payment of bond principal and interest, in accordance with guidance issued by the Ministry of Finance.
(iii) Where the bonds bear a floating interest rate or a combination of fixed and floating interest rates, the Issuer must disclose to investors and the Stock Exchange the actual interest rate applicable to each interest period no later than one working day before the relevant interest payment date, in accordance with guidance issued by the Ministry of Finance.

(b) Extraordinary information disclosure:

The Issuer must continue to make extraordinary disclosures in accordance with the applicable regulations until the bonds are no longer outstanding. Within 24 hours after the occurrence of any of the following events, the Issuer must make an extraordinary disclosure to investors and submit the disclosed information to the Stock Exchange in accordance with guidance issued by the Ministry of Finance:
(i) The Issuer is subject to a temporary suspension of business, suspension of operations, termination of business, or revocation of its Enterprise Registration Certificate, business licence or another equivalent legal document in accordance with law; or a decision is issued concerning the reorganisation or conversion of the Issuer;
(ii) There is a change to information previously disclosed in connection with the bond offering that affects the Issuer’s ability to pay bond principal or interest;
(iii) There is a change to the terms and conditions of the issued bonds, the bondholders’ representative or the purpose of the bond issuance;
(iv) The Issuer is late in paying bond principal or interest in accordance with the disclosed issuance plan;
(v) There is an outcome of negotiations with investors following a delay in the payment of bond principal or interest, or the Issuer makes payment of bond principal or interest after a period of delay;
(vi) The Issuer becomes subject to a mandatory early redemption obligation;
(vii) The Issuer receives a legally effective court judgment or decision relating to its operations, or a decision imposing penalties for violations of tax laws;
(viii) There is a change, new appointment, reappointment or dismissal of the Issuer’s legal representative; or
(ix) Another extraordinary event occurs that affects the Issuer’s ability to pay bond principal or interest.