HCMC – Companies issuing bonds via private placement will be subject to a debt-to-equity cap of five times, while individual professional investors will only be allowed to buy such bonds if they carry credit ratings and are backed by qualified collateral.
The requirements are set out in the Government’s Decree 200/2026/ND-CP, which governs private corporate bond offerings in domestic and international markets and replaces Decrees 153/2020, 65/2022 and 08/2023. The new framework is aimed at improving transparency, strengthening oversight and promoting safer long-term capital mobilization.
Under the decree, the debt-to-equity ratio will be calculated based on audited annual financial statements, in line with the 2025 amended Enterprise Law. The cap will not apply to financial institutions, insurers, State-owned enterprises and companies issuing bonds directly to fund real estate projects.
Rules for individual professional investors have also been tightened. They may only buy and trade conventional private bonds that have mandatory credit ratings and are secured by assets or payment guarantees from credit institutions covering the principal value. Shares, stocks, bonds or capital contributions of the issuing company itself are prohibited from being used as collateral.
Proceeds from bond offerings can only be used for investment projects under the Investment Law. Companies may temporarily place funds in bank deposits or certificates of deposit before disbursement. Any change in bond terms or use of proceeds must be approved by holders representing at least 65% of outstanding bonds of the same type, while dissenting bondholders must be repaid early.
The decree also removes quarterly and semiannual self-prepared financial statements from issuance dossiers, requiring only independently audited annual statements. Issuers must periodically disclose how bond proceeds are used until all funds are disbursed or debts are fully settled.
The Ministry of Finance will hold seminars in Hanoi and HCMC in early July to explain the new rules and discuss implementation with issuers, credit rating agencies, intermediaries and local authorities.
