Vietnam State Securities Commission outlined the main changes in Decree 200/2026/ND-CP, issued by the Government to replace the previous framework for private corporate bond offerings in the domestic market and corporate bond offerings into international markets. The update tightens the regime for issuers and investors, requires clearer control over the use of bond proceeds, strengthens disclosure and accountability across the issuance chain, and clarifies supervisory responsibilities. The decree states that issuance proceeds must be used for investment projects under the forms of investment set out in the Investment Law and must be tracked separately to ensure use matches the approved issuance plan and investor disclosures. If proceeds are used through a second party, the issuer must monitor and supervise that party's use of funds. Undisbursed proceeds may be placed with commercial banks or foreign bank branches, including through certificates of deposit, until needed. Changes to bond terms or the issuance purpose are allowed only with approval from the competent authority, consent from bondholders representing at least 65% of outstanding bonds of the same type, and completion of early buybacks for dissenting holders. The decree also separates offering conditions, documentation and procedures for two groups of issuers, namely public companies, securities companies and investment fund management companies on one hand, and other issuers on the other. It adds a condition that liabilities, including the proposed bond issue, must not exceed five times equity under the 2025 amended Enterprise Law, with exclusions including state-owned enterprises, issuers funding real estate projects, credit institutions and insurance businesses. Individual professional investors may buy, trade and transfer convertible bonds of public companies, securities companies and fund management companies, but for other private bond offerings they may participate only where the bond has a credit rating and either collateral or a payment guarantee from a credit institution. Any collateral or payment guarantee must cover full principal repayment, and collateral cannot include the issuer's own shares, bonds or capital contributions. The decree removes the option to use reviewed semiannual, fourth-quarter or most recent monthly financial statements for offering documents, requiring reliance on audited annual financial statements, and parent issuers must provide both consolidated and parent-only audited statements. Issuers must also obtain a competent internal decision confirming the offering dossier meets all conditions and that the information provided is complete, valid, accurate and truthful. Only credit institutions may conduct private bond issuance in multiple tranches. Ongoing disclosure is required on a periodic and ad hoc basis until the bonds are no longer outstanding, and reporting on use of proceeds must continue until all funds are disbursed or the bonds are fully repaid, whichever comes first. The decree also clarifies the responsibilities of service providers including advisers, issuance agents, auditors, credit rating agencies and valuation firms, allocates oversight, inspection and enforcement responsibilities across authorities and provincial governments, and adds provisions on violations, dispute resolution and compensation. To support implementation, the Ministry of Finance plans workshops in Hanoi and Ho Chi Minh City in early July 2026.

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