Vietnam Reforms Domestic & International Corporate Bond Regime Under Decree No. 200/2026/ND-CP

On 5 June 2026, the Vietnamese Government issued Decree No. 200/2026/ND-CP on the private placement and trading of corporate bonds in the domestic market and the offering of corporate bonds internationally (Decree 200). Decree 200 took effect on the date of signing, fully replacing Decree No. 153/2020/ND-CP (as amended by Decrees No. 65/2022/ND-CP and No. 08/2023/ND-CP) (Decree 153), though certain grandfathering rules apply to bonds already in the market. The new decree marks a fundamental shift in Vietnam’s corporate bond landscape, introducing stricter market discipline and greater transparency requirements across the board.

For issuers, the days of using private placement bonds as a flexible source of working capital or a tool for rolling over debt are over. Going forward, bond proceeds must be tied to specific investment projects, issuers must meet tighter balance sheet tests, and security packages must involve real assets rather than the issuer’s own equity. For banks, securities firms, and other intermediaries, Decree 200 raises the stakes considerably that advisory and distribution roles now come with direct statutory liability for verifying collateral quality, investor eligibility, and the proper segregation of proceeds.

This update covers the most important changes under Decree 200 compared with Decree 153: (i) leverage caps, (ii) security requirements, (iii) use of proceeds, (iv) investor eligibility and credit rating rules, (v) changes to bond terms and early redemption rights, (vi) underwriter and service provider liability, (vii) green bonds, (viii) tranche issuance and cooling-off periods, (ix) disclosure obligations, (x) the government non-guarantee clause, and (xi) transitional arrangements.

Debt-to-Equity Leverage Cap

• Prior Framework (Decree 153): There was no blanket leverage cap for non-financial corporate bond issuers. As long as a company met general corporate approval requirements and disclosed its balance sheet, it could issue private debt regardless of how leveraged it already was.
• New Framework (Decree 200): Issuers are now subject to a hard cap: total outstanding liabilities (including the bonds being issued) cannot exceed five times equity, measured against the previous year’s audited financial statements. Credit institutions, licensed insurers, state-owned enterprises, and certain project-specific real estate bond structures are exempt.[1]

Security Requirements

• Prior Framework (Decree 153): It was common practice for issuers to pledge their own shares, parent or subsidiary equity, capital contributions, or group debt instruments as collateral for bond offerings.
• New Framework (Decree 200): This is no longer allowed. Decree 200 prohibits an issuer from using its own shares, stocks, bonds, or capital contributions as security for its bond offerings.[2] Instead, collateral must consist of genuine third-party assets, the issuer’s own property, or bank guarantees[3]. The bondholders' representative is now legally designated to act as the security agent on behalf of investors.[4]

Investor Eligibility & Credit Rating Requirements

• Prior Framework (Decree 153): Any professional securities investor, whether institutional or individual, could buy private placement bonds without the bonds needing a credit rating or any additional investor qualification beyond standard accreditation.
• New Framework (Decree 200): Access for individual investors has been significantly tightened through a tiered investor access regime. Individual professional investors can now only buy, trade, or transfer private placement bonds issued by non-public companies if the bonds (a) carry a credit rating from a licensed agency, and (b) are backed by qualifying security or a bank guarantee[5]. If either condition is missing, the bonds can only be sold to institutional investors. On top of this, the bar for qualifying as a professional investor has been raised: individuals must hold a securities portfolio worth at least VND 2 billion on average over 180 consecutive days, with margin loans and repo positions [6]excluded from the count.

Permitted Use of Proceeds

• Prior Framework (Decree 153): Issuers had broad discretion over how to use bond proceeds, including for general working capital, corporate refinancing, and loosely defined debt restructuring.
• New Framework (Decree 200): Bond proceeds are now restricted to three categories: investment projects under the Law on Investment, restructuring of the issuer’s own debts, or purposes specifically authorised by specialised legislation.[7] The funds must be kept in separate bank accounts. While issuers may temporarily park unused proceeds in bank deposits or certificates of deposit, this is only permitted pending actual project drawdown.[8]

Material Term Adjustments & Early Redemption Rights

• Prior Framework (Decree 153): Changes to bond terms or use of proceeds generally went through standard corporate approval processes, and bondholders who disagreed had no guaranteed right to exit their investment.
• New Framework (Decree 200): Any change to bond terms or the intended use of proceeds now requires the approval of bondholders holding at least 65% of the outstanding bonds of the same class. Bondholders, who vote against the change [9] or who did not participate in the vote, have a statutory right to require the issuer to buy back their bonds.[10]

Underwriter & Service Provider Legal Exposure

• Prior Framework (Decree 153): Underwriters and placement agents operated under standard contractual arrangements with relatively limited statutory exposure.
• New Framework (Decree 200): All professional participants in a bond transaction, underwriters, placement agents, legal advisers, auditors, credit rating agencies, and asset valuers, now bear direct statutory responsibility for the accuracy, completeness, and regulatory compliance of the offering documents, financial statements, and valuations within their respective scopes of work.[11]

Green Bond Framework

• Prior Framework (Decree 153): There was no separate regulatory track for green bonds. Issuers could market bonds as “green” without facing specific rules on how proceeds were allocated or tracked.
• New Framework (Decree 200): Green corporate bonds now have their own dedicated sub-regime. Proceeds must be accounted for separately and used exclusively for projects on the official green classification list or projects delivering environmental benefits under the Law on Environmental Protection. Mixing green bond funds with general operating capital or redirecting them to non-qualifying projects is prohibited. [12]

Tranche Issuance & Cooling-Off Period

• Prior Framework (Decree 153): All qualifying issuers could issue bonds in multiple tranches under a single plan. A mandatory 6-month cooling-off period applied between successive issuances of convertible bonds and bonds with warrants.
• New Framework (Decree 200): Multi-tranche issuance is now reserved for credit institutions only. Other corporate issuers must treat each bond offering as a standalone issuance.[13] Separately, the 6-month cooling-off period for convertible bonds and bonds with warrants has been removed for non-public companies, allowing them to launch successive offerings back-to-back. [14] However, the 6-month cooling-off continues to apply to public companies, securities companies, and fund management companies under Article 16.3(b) Decree 200.

Enhanced Information Disclosure Obligations

• Prior Framework (Decree 153): Disclosure requirements were limited to standard pre-issuance and periodic reporting, with no detailed rules on what events should trigger ad hoc disclosure.
• New Framework (Decree 200): Issuers must now make prompt unusual event disclosures whenever any of the following occurs: (a) the purpose of the bond issuance changes; (b) the issuer is late on principal or coupon payments; (c) the issuer and bondholders reach a negotiated outcome on a payment delay; (d) principal or coupon is paid following a delay; (e) the issuer’s legal representative is changed, newly appointed, re-appointed, or dismissed; or (f) any other unusual event arises that may affect the issuer’s ability to service its bond obligations.[15] These disclosure duties continue for as long as any bonds from the relevant issuance remain outstanding. [16]

Government Non-Guarantee Clause

• Prior Framework (Decree 153): Decree 153 already stated that the government does not guarantee an issuer’s payment of principal, interest, or other bondholder entitlements. However, this was embedded in investor responsibility provisions rather than highlighted as a standalone principle.
• New Framework (Decree 200): Decree 200 reaffirms and elevates the government non-guarantee principle, placing it prominently within the investor responsibility framework and requiring individual investors to acknowledge it in writing before purchasing bonds. While the substance of the non-guarantee is not new, the mandatory written acknowledgement and its more prominent positioning strengthen the message that bondholders cannot look to the State for compensation if an [17]issuer defaults.

Transitional Provision

Rather than applying the new rules to all bonds overnight, Decree 200 sets out a layered transitional framework that treats different cohorts of bonds differently depending on when they were issued:

• Legacy Depository & Trading Frameworks: Bonds issued before Decree 153 came into force keep their original registration, depository, and trading arrangements.[18] However, bonds issued during the Decree 153 era must be migrated to the centralised registration, depository, and trading platform under Decree 200, and issuers must adopt the new reporting requirements.
• Amendments & Term Extensions: For bonds issued before Decree 65/2022/ND-CP (Decree 65), any modification of terms after 6 June 2026 requires a 65% bondholder supermajority (by tranche value), maturity extensions are capped at two years, and if negotiations fail, the original terms[19] must be honoured in full. Bonds issued during the Decree 65 era continue to follow the Decree 65 modification rules.[20]
• Mortgaged Equity & In-Flight Tranches: Bonds already backed by the issuer’s own shares or capital contributions are grandfathered — the issuer can keep that collateral in place until the bonds are fully settled.[21] Multi-tranche offerings where the initial pre-offering disclosures were filed before 5 June 2026 may complete remaining tranches under the old Decree 153 rules.[22] Existing bank agency contracts remain valid, but any renewal or extension must comply with Decree 200.[23]

Practical implications for Issuers

• Balance Sheet Restructuring: Any company planning a private placement bond offering needs to check whether it meets the new 5:1 debt-to-equity cap, based on last year’s audited financials. Companies that are over the limit will need to inject fresh equity or reclassify liabilities before they can proceed.
• Collateral Redesign: Since issuers can no longer pledge their own shares or capital contributions, they need to identify and free up genuine third-party assets, real property, or arrange bank payment guarantees in time for the offering dossier.
• Capital Isolation & Project Alignment: Bond proceeds can no longer fund general working capital or routine debt roll-overs. Issuers must tie each offering to a specific investment project or formal debt restructuring plan and set up dedicated escrow accounts with a commercial bank to track how the money is spent.
• Managing Investor Dissent: Changing bond terms or extending maturities now carries real liquidity risk, because any bondholder who votes against the change can demand immediate buyback. Issuers should have a liquidity buffer in place before putting any amendment to a bondholder vote.
• Credit Rating Strategy: To keep individual professional investors in the buyer pool, issuers must obtain a credit rating and put qualifying security or a bank guarantee in place. Without these, the bonds can only be placed with institutional investors, which may shrink the investor base and push up the cost of borrowing.
• Green Bond Compliance: Companies planning a green bond issue must set up separate accounting and monitoring to ensure every dollar goes to a project on the official green classification list. Mixing green bond proceeds with general funds is not permitted.
• Tranche Planning: Non-financial corporates can no longer issue bonds in tranches under a single plan. Each offering must be structured as a standalone issuance, which is likely to increase transaction costs and administrative effort.

Practical implications for Underwriters and Intermediaries

• Heightened Due Diligence: Underwriters and placement agents are now directly accountable under the law for the accuracy and completeness of issuance dossiers. In practice, this means distribution teams need to build enhanced verification workflows, i.e. checking that collateral packages are free of prohibited equity instruments and that proceeds accounts are properly ring-fenced.
• Review of Existing Agreements: Banks and other institutions acting as underwriting agents or bondholders' representatives should review their current service agreements. While contracts entered into before 5 June 2026 remain valid under the transitional rules, any modification, extension, or renewal after that date will need to comply with Decree 200 in full.
• Investor Verification: Intermediaries need reliable processes for confirming that individual investors meet the new VND2 billion portfolio threshold (180-day average, margin and repo balances excluded). Before distributing bonds to individual buyers, placement agents must also independently verify that the bonds carry a valid credit rating and qualifying security.
• Disclosure Monitoring: Intermediaries and bondholders’ representatives should put systems in place to track whether issuers are meeting the new event-driven disclosure requirements covering payment delays, negotiation outcomes, changes in legal representation, and other material events.

[1] Article 13.1(d) Decree 200.

[2] Article 9.1(đ) Decree 200.

[3] Article 2.4, read with Article 4.4 Decree 200.

[4] Article 11.6(đ) Decree 200.

[5] Article 9.1(đ) Decree 200.

[6] Article 9.2(b) Decree 200.

[7] Article 5.2 Decree 200.

[8] Article 10.1(c) Decree 200.

[9] Article 5.4(b) Decree 200.

[10] Article 12.3(c) Decree 200.

[11] Article 8 Decree 200.

[12] Article 5.3 Decree 200.

[13] Article 13.3 Decree 200.

[14] Article 13 Decree 200 (cf. Article 9.3(d) Decree 153; Note: retained for public companies under Article 16.3(b) Decree 200).

[15] Article 32.1 Decree 200.

[16] Article 32.2 Decree 200.

[17] Article 9.4(c) Decree 200.

[18] Article 50.2 Decree 200.

[19] Article 50.5 Decree 200.

[20] Article 50.6 Decree 200. 

[21] Article 50.4 Decree 200.

[22] Article 50.9 Decree 200.

[23] Article 50.8 Decree 200.

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