Việt Nam moves to facilitate corporate bond fundraising

Việt Nam moves to facilitate corporate bond fundraising

The direction was highlighted in Decree 200/2026/NĐ-CP, which was issued by the Government on June 5 to further improve the legal framework for private corporate bond issuance and trading.

Under the draft, issuers will continue to follow the disclosure requirements under Circular 76/2024/TT-BTC. — Photo vtv.vn

Regulators are accelerating efforts to strengthen the corporate bond market by refining the legal framework governing private bond issuance, aiming to facilitate capital raising while enhancing market transparency and investor protection.

The direction was highlighted in Decree 200/2026/NĐ-CP, which was issued by the Government on June 5 to further improve the legal framework for private corporate bond issuance and trading.

Nguyễn Hoàng Dương, vice chairman of the State Securities Commission (SSC), said the decree was designed to help enterprises meet issuance requirements and improve information transparency when raising funds through bond offerings, while introducing additional provisions to ensure the market develops in a safe, efficient and stable manner.

Following the decree's introduction, the SSC reviewed the existing regulatory framework and began drafting a new circular to ensure consistency with the updated legislation.

The draft inherits regulations that remain appropriate while revising and supplementing provisions to address practical difficulties encountered in the market. Once issued, the new circular will replace Circular 30/2023/TT-BTC and Circular 76/2024/TT-BTC issued by the Ministry of Finance.

Completing the legal framework for the corporate bond market plays an important role in balancing stronger market discipline and transparency with the need to facilitate legitimate and effective fundraising activities of businesses, according to Dương.

The draft circular has undergone extensive public consultation in accordance with regulations. The drafting committee has received feedback from 36 agencies and organisations, of which 26 agreed with the draft, while 10 provided comments on specific provisions. 

Those opinions will serve as an important basis for refining the document before it is submitted to the Ministry of Finance for approval.

For bond trading, the draft provides guidance on registering privately placed corporate bonds for trading, adjusting registered trading volumes and delisting bonds from the stock exchange. It also specifies trading arrangements, as well as the responsibilities and reporting obligations of trading members.

The draft further clarifies settlement procedures by defining the organisations participating in the private corporate bond settlement system and providing guidance on trade settlement, post-trade error handling and temporary payment failures.

Under the draft, issuers will continue to follow the disclosure requirements under Circular 76/2024/TT-BTC, including pre-issuance, periodic and extraordinary disclosures. Several new reporting templates required under Decree 200/2026/NĐ-CP have also been introduced, while existing forms have been revised to make compliance more convenient for issuers.

It also sets out reporting obligations for organisations involved in private bond issuance and trading, including issuance advisers, bondholder representatives, auction organisers, underwriters, issuing agents, the Stock Exchange, the Vietnam Securities Depository and Clearing Corporation, and bond registration and depository institutions.

It introduces a reporting mechanism for provincial people's committees. Under the proposal, local authorities will submit annual reports to the Ministry of Finance on private bond issuance within their jurisdictions, as well as inspection results and enforcement actions involving issuers that are not public companies, securities firms or fund management companies.

In addition, the draft establishes a mechanism for sharing information and data from the stock exchange's corporate bond information portal with provincial authorities and the SSC to strengthen market supervision. At the same time, it will not introduce any new administrative procedures, helping minimise additional compliance costs for enterprises and other market participants. 

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