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 (as amended) on the same subject. We have discussed certain contents of Decree 200/2026 in New Decree on private bonds (Part 1) — Vietnam Business Law.

Limitation on type of bond that individual professional investor may buy

1.1. Decree 153/2020 limits that only professional securities investors may purchase private bonds. Decree 200/2026 applies such limitation to not only purchasing but also transacting and transferring. Notably, Decree 200/2026 further limits that individual professional securities investors may only purchase, transact, or transfer following types of private bonds if these bonds are credit rated and secured by security assets or payment guarantee of credit institutions:

(i) Bonds issued with warrants, bonds that are not convertible bonds or bonds issued with warrants issued by public companies, securities companies, or securities investment fund management companies; and

(ii) convertible bonds, bonds issued with warrants, bonds that are not convertible bonds or bonds issued with warrants issued by companies which are not public companies, securities companies, or securities investment fund management companies.

Clearer criteria for strategic investors

1.2. Criteria for determining strategic investors are clarified to be financial capability, technology level, and commitment to co-operate in at least 3 years.

Issuance purpose may be changed

1.3. Decree 200/2026 clearly permits the changes to bond issuance purpose. Bondholders who do not agree with such changes can request the issuer to redeem their bonds – similar to the redemption in case the bondholders do not agree with changes to bond terms and conditions.

Only credit institutions may issue in tranches

1.4. Under Decree 200/2026, only credit institutions may issue bonds in tranches. It is not clear why other issuers may not issue bonds in tranches. While the removal of cooling-off period (discussed below) means that an issuer can issue bond after bond to mobilize capital, but different issuance may cost more compared with issuance in tranches.

No cooling-off period

1.5. 6-month cooling-off period between issuance of convertible bonds and bonds issued with warrants is removed.

Registration cancellation

1.6. Private bonds are subject to bond registration and trading registration. While Decree 200/2026 makes it clearer that trading registration cancellation does not affect the rights and obligations of bondholders, the effect of bond registration cancellation is not stipulated, and the MOF is delegated to provide guidance.

New rules of information disclosure

1.7. Interestingly, Decree 200/2026 reflects the rule on information disclosure of Article 119.2 of Securities Law 2019, which is that the bond issuer must disclose information if there are changes to the information previously disclosed.

1.8. Decree 200/2026 adds several cases of unusual information disclosure:

(i) there are changes to bond issuance purpose;

(ii) there is delay in the payment of principal and coupon in accordance with the published issuance plan;

(iii) the negotiation result of the issuer and the investor in case of delay in the payment of principal and coupon;

(iv) the payment of principal and coupon after the delay;

(v) there are changes to, newly appointment or re-appointment of, or dismissal of legal representative of the issuer; and

(vi) other unusual events which affect the capacity of the issuer in paying principal and coupon.

1.9. Decree 200/2026 also clarifies that the obligation of making unusual information disclosure will last until there is no outstanding bond.

This post is written by Nguyen Hoang Duy.