On 5 June 2026, the Government issued Decree 200 on private placement and trading of corporate bonds on domestic market and offering of corporate bonds on international market (Decree 200/2026). Decree 200/2026 will replace Decree 153/2020 on the same subject. In the past, Decree 153/2020 has been amended by Decree 65/2022 and Decree 8/2023. Decree 200/2026 introduces more conditions for private bond issuance.

5x debt/equity ratio

1.1. Decree 200/2026 reflects the 5x debt/equity requirement established under the 2025 amendment to the Enterprise Law. In particular, the debt of a bond issuer (including the value of the bonds to be issued) must not exceed 5 times of the equity of such issuer as recorded in the audited financial statements of the year preceding the issuance.

Tighten bond issuance purposes

1.2. The purpose of bond issuance is further tightened in a manner quite similar to the permitted purposes for foreign loans. By removing the issuance purpose for implementation of investment program, Decree 200/2026 only permits 3 kinds of bond issuance purpose: (a) implementation of investment project, (b) restructuring of debt of issuer, and (c) other purposes in accordance with specialized laws.

1.3. While the wording of the first purpose mentions investment forms under the Investment Law, the relevant permitted bond issuance purpose is limited to implementation of investment project only. Article 18 of Investment Law 2025 lists implementation of investment project as an investment form. Decree 200/2026 requires the bond issuance plan for such purpose to provide project information: the body having authority to approve, the legal status, the total investment amount, the investment risk, the implementation progress including implementation timing and estimated disbursement progress. The underlined items are new information that must be included in the bond issuance plan.

1.4. In addition, the bond issuance dossiers under Decree 200/2026 include a use-of-proceeds plan as a mandatory item. The use-of-proceeds plan must specify each use purpose, specific items of each purpose and the amount and estimated disbursement timing for each item.

1.5. Decree 200/2026 addresses a longstanding issuer concern about disbursement by expressly permitting issuers to deposit bond proceeds at a bank before the disbursement date. This will prevent issuers from being seen as violating the issuance purpose. However, such deposit must be specified in the temporary use-of-proceeds plan in the issuance plan.

More requirements to security for bond

1.6. Decree 200/2026 no longer allows issuers to use their own share, bond or capital contribution as security assets for the bonds. Bonds issued, or with pre-offering disclosure submitted to the securities exchange, before 5 June 2026 may continue to be secured by these assets. It is not clear if this restriction will (a) only apply to share, bond or capital contribution in the issuers, or (b) also apply to share, bond or capital contribution in other entities but these are owned by the issuers. The word “own” (của chính doanh nghiệp phát hành) suggests the first interpretation was the drafter’s intention.

1.7. The bond issuance plan now must include a detailed security asset enforcement plan in case the issuer cannot arrange source of funds to pay coupon and principal.

1.8. Decree 200/2026 assigns the bondholder representative as the security holder of the bond. This new provision eliminates the simple bond structure, where no securities company is involved and bondholders directly hold the security assets. This will increase fees and paperwork for certain issuers.

1.9. Decree 200/2026 no longer uses the term security agent (đại lý quản lý tài sản bảo đảm). Decree 200/2026 imposes on the State Bank of Vietnam the responsibility for adding operation of taking and managing security assets of bond into the license of banks and foreign bank branches in accordance with the regulations on credit institution. While the regulations on credit institution do not have specific requirements, this suggests that banks and foreign bank branches must be specifically licensed to take security assets of bond.

1.10. In relation to security assets, the issuance dossier requires 2 new documents which seem redundant:

(f) tripartite contract between the party owning or holding use rights over the security assets, the bondholder representative, and the issuer. Decree 200/2026 does not clarify the purpose of such tripartite contract, whether it is a mortgage agreement or a general agreement related to security asset enforcement or something else. Decree 200/2026 also fails to clarify that such a contract with the party holding use rights over the security assets is only required if the security assets are land use rights. Requiring parties with use rights over non-land-use-right security assets is unnecessary.

(g) commitment document of the third party in using the security asset to implement the bond payment obligation in case the bond is secured by assets of such third party. This is redundant because a security agreement signed by such third party will have better enforceability.

1.11. Decree 200/2026 requires issuers to disclose more details on payment guarantees. The bond terms and conditions (T&C) must specify the identity of the bank providing payment guarantee and the guaranteed bond value.

This post is written by Nguyen Hoang Duy.

Vietnam Business Law